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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 333-11957
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(Check One):
[X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 1999
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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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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
BIRMAN MANAGED CARE, INC.
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Full Name of Registrant
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Former Name if Applicable
1025 Highway 111 South
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Address of Principal Executive Office (Street and Number)
Cookeville, Tennessee 38501
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City, State and Zip Code
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 Rules 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, 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 of
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
[X] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
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PART III--NARRATIVE
Birman Managed Care, Inc. (the "Company"), represents as follows: The
annual report on form 10-KSB could not be timely filed without unreasonable
effort or expense because of the following: The Company's auditors could not
complete their report on the Company's financial statements because information
from legal counsel regarding material matters was not received sufficiently in
advance of the filing date for said accountants to complete their review of such
information. Said counsel could not submit their information due to the
anticipated rendering of a decision by one court considering a potentially
material legal matter, which decision could have required amendment of the
Company's filings. Said court apparently will not render its decision in time
for inclusion in the Company's report, thus allowing the Company to complete its
report and the Company's accountants to complete their opinion on the Company's
financial statements.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
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<S> <C> <C>
Leonard C. Binkley (931) 372-7800
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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 answer is no,
identify report(s).
[X] Yes [ ] No
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(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?
[ ] Yes [X] 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.
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BIRMAN MANAGED CARE, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date September 29, 1999 By /s/ DAVID N. BIRMAN, M.D.
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David N. Birman, M.D.
Chairman of the Board, President and
Chief Executive Officer
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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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(Attach Extra Sheets If Needed)
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[MARLIN & EDMONDSON, P.C. LOGO]
September 29, 1999
Mr. Clifton S. Smith, Jr.
Stanwood Smith Lawyers
601 South Figueroa Street, Suite 2600
Los Angeles, California 90017
RE: Birman Managed Care, Inc. and Subsidiaries 12b-25(c)
Dear Mr. Smith:
We have reviewed the Statement under Rule 12(b)-25(c) for Birman Managed Care,
Inc. and Subsidiaries (the "Company") representing the Company's 10-KSB could
not be timely filed without unreasonable effort or expense because we are unable
to express an opinion on the Company's financial statements for the year ended
June 30, 1999 because information from legal counsel regarding material matters
was not received by us sufficiently in advance of the filing date for us to
determine if adequate disclosure by management has been made. We concur with
this statement.
MARLIN & EDMONDSON, P.C.
Nashville, Tennessee