SUNSTAR HEALTHCARE INC
NT 10-K, 1998-10-28
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

(Check One):                                   Commission File Number  1-14382
                                                                     -----------
<TABLE> 
<CAPTION> 
<S> <C>            
[X]  Form 10-K and Form 10-KSB  [ ] Form 11-K  [ ] Form 20-F  [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
        For Period Ended:  July 31, 1998
                         -----------------------------------------------------------------------------------------------------------
[ ]  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:
                                        --------------------------------------------------------------------------------------------

        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                    SunStar Healthcare, Inc.
                                ----------------------------------------------------------------------------------------------------

     Former Name if Applicable  
                                ----------------------------------------------------------------------------------------------------

     Address of Principal Executive Office (Street and Number)                  300 International Pkwy., Suite 230
                                                              ----------------------------------------------------------------------
     City, State and Zip Code                   Heathrow, Florida 32746
                                ----------------------------------------------------------------------------------------------------
</TABLE> 

                                    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;

[ ]  (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.
<PAGE>
 
                                   PART III
                                   NARRATIVE

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed time period.

The Company's Annual Report on Form 10-KSB for the fiscal year ended July 31,
1998 cannot be filed within the prescribed time period because the Company is
experiencing delays in the collection of certain information required to be
included in the Form 10-KSB.  The Form 10-KSB will be filed as soon as
reasonably practicable and in no event later than the 15th calendar day
following the prescribed due date.

                                    PART IV
                               OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

     David Jesse, Executive Vice President     (407)          304-1066
     ---------------------------------------------------------------------------
                  (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.

     SunStar Healthcare, Inc.'s net loss for the year ended July 31, 1998 is
     estimated to be approximately $4,567,357, compared with a net loss for the
     year ended July 31, 1997 of $1,631,165.


                              SunStar Healthcare, Inc.
     ---------------------------------------------------------------------------
                  (Name of Registrant as specified in its charter)

     has caused this notification to be signed on its behalf by the undersigned
     thereunto duly authorized.


     Date   October 26, 1998          By:  /s/ David Jesse
            ----------------             ---------------------------------------
                                           David Jesse, Executive Vice President

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).

                              GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.
2.   One signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act.  The information contained in
     or filed with the Form will be made a matter of the public record in the
     Commission files.
3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities of
     the registrant is registered.
4.   Amendments to the notifications must also be filed on Form 12b-25 but need
     not restate information that has been correctly furnished.  The form shall
     be clearly identified as an amended notification.
5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely file a report solely due to electronic difficulties.  Filers
     unable to submit a report within the time period prescribed due to
     difficulties in electronic filing should comply with either Rule 201 or
     Rule 202 of Regulation S-T or apply for an adjustment in filing date
     pursuant to Rule 13(b) of Regulation S-T.


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