UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number
000-23413
CUSIP Number
458738 101
(Check one)
[ ] Form 10-K and Form 10-KSB [_] Form 11-K [_]Form 20-F
[X] Form 10-Q and Form 10-QSB [_] Form N-SAR
For Period Ended: June 30, 2002
[_] Transition Report on Form 10-K and Form 10-KSB
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q and Form 10-QSB
[_] Transition Report on Form N-SAR
For Transition Period Ended: _________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Interleukin Genetics, Inc.
Former Name if Applicable:
Address of Principal Executive Office (Street and Number): 135 Beaver Street
City, State and Zip Code: Waltham, MA 02452
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountants statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III NARRATIVE
State below in reasonable detail the reasons why Form 10-K and 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
The Registrant could not file its Quarterly Report on Form 10-Q for the three
months ended June 30, 2002 within the prescribed time period without
unreasonable effort or expense because the Registrant recently engaged a new
independent auditor, Grant Thornton LLP, to replace its former independent
auditor, Arthur Andersen LLP. Accordingly, management and the new independent
auditor need additional time to complete their review of the Registrant's
financial results for the three months ended June 30, 2002 before finalizing and
filing the Registrant's Quarterly Report on Form 10-Q.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
FENEL M. ELOI (781 ) 398-0700
-------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof:
[X] Yes [_] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Attachment A which is incorporated herein by reference.
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INTERLEUKIN GENETICS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
By: /s/ Fenel M. Eloi
--------------------------------------
Date: August 14, 2002
Name: Fenel M. Eloi
Title: Chief Financial Officer, Secretary
And Treasurer
Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
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ATTACHMENT A
TO
FORM 12b-25
FOR
INTERLEUKIN GENETICS, INC.
PART IV -- OTHER INFORMATION
Item (3) -- Change in Results of Operations.
The Registrant currently anticipates that the unaudited financial
statements to be included in its Quarterly Report on Form 10-Q for the
three-month period ended June 30, 2002 ("Second Quarter 2002") will reflect
that:
- The Registrant generated total revenues of $13,540 in Second
Quarter 2002 as compared to total revenues of $118,654 for the
three-month period ended June 30, 2001 ("Second Quarter
2001"), a $105,114, or 89%, decrease in total revenues
primarily attributable to the inclusion in Second Quarter 2001
revenues of $90,720 for the processing of 1,008 tests in
association with a single clinical trial that was conducted by
Washington Delta Dental, a reduction in the number of tests
processed exclusive of that clinical trial and a change in
distributors for out PST product;
- The Registrant's research and development expenses for Second
Quarter 2002 increased by $147,908, or 21%, to $850,179,
compared to $702,271 for Second Quarter 2001, primarily due to
an increased number of ongoing clinical projects, the staffing
of a new laboratory and the cost of supplying the laboratory;
- The Registrant's selling, general and administrative expenses
for Second Quarter 2002 decreased by $50,983, or 8%, to
$569,240, compared to $620,223 for Second Quarter 2001,
primarily due to a reduction in administrative, sales and
marketing expenses related to the sale and distribution of PST
and a decrease in travel, legal and recruiting expense,
partially offset by increases in rent and expenses related to
business development efforts;
- The Registrant's interest income for Second Quarter 2002
decreased to $6,752, compared to $79,589 in Second Quarter
2001 primarily due to the decrease in funds available for
investment; and
- The Registrant realized a net loss of $1,402,326, or $0.07 per
share, for Second Quarter 2002 as compared to a net loss of
$1,146,149, or $0.05 per share, for Second Quarter 2001.