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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-27374
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For period ended: December 31, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period ended:
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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.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant Unison HealthCare Corporation
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Former Name if Applicable
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Address of principal executive office
(Street and Number) 8800 N. Gainey Center Dr., #245
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City, State and Zip Code Scottsdale, Arizona 85258
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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;
[ ] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's 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 the Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
Unison HealthCare Corporation, the Registrant, has identified
inaccuracies in its accounting systems, and the Registrant and its
independent auditors, Ernst & Young LLP, have expanded the annual audit
examination now being conducted in order to verify the resolution of
such inaccuracies. The Registrant anticipates completing the annual
audit examination and filing its annual report on Form 10-K no later
than May 15, 1997.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jerry M. Walker (602) 423-1954
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(Name) (Area Code) (Telephone Number)
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(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 of
portion thereof?
[X] Yes [ ] No
If so: attached 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.
The Registrant anticipates that the earnings statements to be
included in its annual report on Form 10-K will reflect changes in
results of operations from results in its prior fiscal year. The
correction of inaccuracies identified in the accounting systems of the
Registrant is expected to reduce revenues for the nine months ended
September 30, 1996 by approximately $3.7 million and to increase
expenses by approximately $2.3 million. Reductions in revenue are
primarily due to reductions in the amounts of estimated Medicare
third-party settlements expected to be realized by the Registrant in
connection with unfiled cost reports for 1996. Increases in expense are
primarily related to adjustments to record (1) previously unrecorded
accounts payable and accrued expenses, (2) amortization of prepaid
expenses and (3) amortization of intangible assets. After consideration
of the estimated impact of income taxes, previously reported net income
for the nine months ended September 30, 1996 of $114,000, or $0.03 per
share is expected to be reduced by approximately $3.6 million, or $0.93
per share. The foregoing represent estimates based on currently
available information. The precise amount of the restatements and the
change in results of operations in fiscal year 1996 from fiscal year
1995 will not be known until the annual audit examination for 1996 is
complete, and the actual results may vary from the above estimates.
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Unison HealthCare Corporation
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date April 1, 1997 By /s/ Jerry M. Walker
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Name Jerry M. Walker
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Title President and CEO
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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 this form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
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