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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q / /Form N-SAR
For Period Ended: September 30, 1996
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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.
See Exhibit A attached hereto and incorporated herein by reference.
SEC 1344 (7-88) (ATTACH EXTRA SHEETS IF NEEDED)
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EXHIBIT A
TO FORM 12b-25 OF
INSIGHT HEALTH SERVICES CORP.
PART III - NARRATIVE
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
American 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"). On October 15,
1996, Company filed its first Annual Report on Form 10-K, which covered the
period ended June 30, 1996 ("Form 10-K"), which included 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's first Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996 ("Form 10-Q") will include unaudited
financial statements of the Company for the period ended September 30, 1996
(reflecting the combined operations of AHS and Maxum) and for the period
ended September 30, 1995 (reflecting the operations of Maxum only). The
Company was unable to file the Form 10-Q 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, including the
transfer of all the financial records of Maxum from its former corporate
headquarters in Dallas, Texas to the Company's corporate headquarters in
Southern California, which have detracted from its ability to complete the
Form 10-Q, (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-Q disclosure requirements
more complicated and therefore more time consuming than anticipated, and
(iii) the Form 10-K was not filed until October 15, 1996, leaving less time
than usual to prepare the Form 10-Q.
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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.
See Exhibit B attached hereto and incorporated herein by reference.
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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 November 15, 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).
_______________________________________________________________________________
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.
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EXHIBIT B
TO FORM 12b-25 OF
INSIGHT HEALTH SERVICES CORP.
PART IV - OTHER INFORMATION
(3) EXPLANATION OF CHANGE IN RESULTS OF OPERATIONS
As noted in response to Part I, 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. The Company's operating results reflected in
the Form 10-Q for the three months ended September 30, 1996 will
be the consolidated results of its operating subsidiaries. Maxum
and AHS; however, the historical operating results for the three
months ended June 30, 1995 will be those of Maxum.
The Company has reported net income of approximately $106,000 for
the three months ended September 30, 1996, as compared to a net
loss of approximately $(74,000) for the comparable period in 1995.
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