U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form
10-QSB [ ] Form N-SAR
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For Period Ended: July 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:
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PART I - REGISTRANT INFORMATION
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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.
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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 cannot file its Quarterly Report on Form 10-Q for the quarter
ended July 31, 2000 without unreasonable effort or expense because the
Registrant's former independent accountants, PricewaterhouseCoopers LLP ("PwC")
resigned effective June 20, 2000 and because the Registrant had diverted a
significant amount of its executive and financial personnel to the confirmation
of its Prepackaged Plan of Bankruptcy. Since the receipt of Plan confirmation on
August 25, 2000, the Registrant has had to divert significant personnel to
making the Plan effective. Due to these factors, the Registrant's Form 10-Q for
the quarter ended July 31, 2000 is not yet complete.
For the reasons set forth above, the Registrant's inability to timely file its
Quarterly Report on Form 10-Q for the quarter ended July 31, 2000 cannot be
eliminated without unreasonable effort or expense. The Registrant intends to
file its Quarterly Report no later than the fifth day after the due date of the
Quarterly Report.
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PART IV - OTHER INFORMATION
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(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
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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 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 estimated revenues for the second quarter ended July 31,
2000 will be reported as approximately $25.8 million versus approximately $49.9
million for the prior year period due primarily to the divestiture of certain of
its business lines and related assets. Registrant estimates its losses from
operations for the second quarter ended July 31, 2000 will be reported as
approximately $12.0 million versus approximately $29.5 million for the prior
year period. In addition, the second quarter of the prior year period included a
restructuring charge of $49.6 million resulting in a net loss for that period of
$79.2 million as compared to an estimated net loss for the current second
quarter of $12.0 million.
The Registrant has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
INNOVATIVE CLINICAL SOLUTIONS, LTD
Date: September 15, 2000 By: /s/Gary S. Gillheeney
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Gary S. Gillheeney
Chief Financial Officer
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