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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
For Period Ended: June 30, 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 INSTRUCTION (ON BACK PAGE) 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
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Full Name of Registrant
InSight Health Services Corp.
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Former Name if Applicable
4400 MacArthur Blvd., Suite 800
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Address of Principal Executive Office (Street and Number)
Newport Beach, CA 92660
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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 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 or Form N-SAR, or portion thereof,
/X / 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
(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 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.
InSight Health Services Corp. ("Company") was incorporated in February 1996
and became subject to the reporting requirements of the Securities Exchange
Act of 1934 on June 26, 1996, upon the consummation of a merger which
resulted in two public companies. Maxum Health Corp. ("Maxum") and can Health
Services Corp. ("AHS"), becoming wholly-owned subsidiaries of the Company.
The merger was accounted for under the purchase method of accounting. Maxum
was deemed the acquiror for accounting purposes and Maxum's financial
statements therefore became the Company's financial statements as of June 26,
1996. The Company's fiscal year ended June 30, 1996. On August 12, 1996, the
Company filed a transition report on Form 10-Q (including unaudited financial
statements) with respect to each of Maxum and AHS, whose fiscal years ended
December 31, 1995, for the transition period from January 1, 1996 to June 26,
1996 ("Transition Period"). The Company's first Annual Report on Form 10-K,
which covers the period ended June 30, 1996 ("Form 10-K"), will include
audited financial statements for each of Maxum and AHS for the Transition
Period in addition to audited financial statements for the Company for the
period from January 1, 1996 to June 30, 1996, and for the years ended
December 31, 1995, 1994 and 1993. The Company was unable to file the Form
10-K in a timely fashion without unreasonable effort or expense because (i)
its financial and legal staff have been devoting substantial time to other
post-merger matters which have detracted from their ability to complete the
Form 10-K, and (ii) factors associated with the merger, including the
different fiscal years of the Company and its predecessors and the transition
reporting requirements, have made compliance with the Form 10-K disclosure
requirements more complicated and therefore more time consuming than
anticipated.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/84)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas V. Croal 714 476-0733
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(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
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 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.
(4) EXPLANATION OF CHANGE IN RESULTS OF OPERATIONS.
The Form 10-K will include audited statements of operations for the
Company for the six months ended June 30, 1996, and the Management's
Discussion and Analysis part of the Form 10-K will include unaudited
results of operations for the six months ended June 30, 1995.
As noted in response to Part III, because Maxum was the acquiror for
accounting purposes in connection with the merger, Maxum's financial
statements became the Company's financial statements as of June 26,
1996. Because the post-merger operating results from June 27, 1996 to
June 30, 1996 are deemed by the Company to be immaterial to its
operating results as a whole, the historical operating results
reflected in the Form 10-K, including those for the six months ended
June 30, 1996, will be those of Maxum. On a going forward basis,
however, the Company's operating results will be the consolidated results
of its operating subsidiaries, Maxum and AHS.
The Company expects to report losses before extraordinary gain of
approximately $(4,093,000) for the six months ended June 30, 1996, as
compared to losses before extraordinary gain of approximately
$(979,000) for the comparable period in 1995. The results for the
Company's six months ended June 30, 1996 were primarily negatively
impacted by (i) the write-off of approximately $1,500,000 of goodwill
and intangible assets related to two centers, (ii) increased costs of
services related to closing two small centers and returning certain
mobile facilities (approximately $700,000), and (iii) increased
interest expense (approximately $500,000).
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InSight Health Services Corp.
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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 27, 1996 By /s/ THOMAS V. CROAL
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Thomas V. Croal, Exec. V.P. & CFO
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).
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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 O-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 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 (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
