U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form
10-QSB [ ] Form N-SAR
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For Period Ended: January 31, 2000
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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:
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
Innovative Clinical Solutions, Ltd.
Address of Principal Executive Office (Street and Number)
10 Dorrance Street, Suite 400
Providence, RI 02903
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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)
[X] (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, Form 20-F, 11-K or 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
Rule12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant is in the final stages of a repositioning which involved the
divestiture of substantial assets and lines of business resulting in an extended
audit process. These divestitures resulted in significantly more complicated
financial statements for the Registrant. In addition, the Registrant's executive
management team, including its Chief Financial Officer, is relatively new,
having been with the Registrant for less than a year.
For the reasons set forth above, the Registrant's inability to timely file its
Annual Report on Form 10-K for the fiscal year ended January 31, 2000 cannot be
eliminated without unreasonable effort or expense. The Registrant intends to
file its Annual Report no later than the fifteenth day after the due date of the
Annual Report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification:
Michael T. Heffernan, Chairman and Chief Executive Officer (401)
868-6609
Gary S. Gillheeney, Chief Financial Officer (401) 868-6679
(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.
Registrant's losses from operations through the third quarter ended
October 31, 1999 were approximately $50 million versus approximately $4 million
for the prior year period. The Registrant anticipates that losses from
operations for the fiscal year ended January 31, 2000 will be significantly
greater than losses from operations for the prior fiscal year. However,
Registrant anticipates that extraordinary charges for the fiscal year ended
January 31, 2000 will be less than extraordinary charges (which were
approximately $97 million) taken in fiscal year ended January 31, 1999.
The Registrant has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
INNOVATIVE CLINICAL SOLUTIONS, LTD
Date: April 30, 2000 By: /s/Gary S. Gillheeney
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Gary S. Gillheeney
Chief Financial Officer
