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UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION 0-23140
WASHINGTON, D.C. 20549
CUISP NUMBER
FORM 12b-25 45766Q 10 1
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, 1997
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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
InSight Health Services Corp.
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Full Name of Registrant
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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.
(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.
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 September 29, 1997 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.
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).
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EXHIBIT A
TO FORM 12B-25 OF
INSIGHT HEALTH SERVICES CORP.
PART III - NARRATIVE
The Form 10-K of InSight Health Services Corp. ("Company") to which this
Notification of Late Filing pertains could not be filed within the prescribed
time period without unreasonable effort or expense because (i) the officers and
staff responsible for the preparation of the Form 10-K have been devoting
substantial attention to the pursuit of certain transactions consistent with the
Company's business plan, thereby diverting them from the task of completing
their review of and finalizing the Form 10-K and (ii) the Company's general
counsel, who has a key role in the preparation of the Form 10-K, has only
recently returned from Europe from an extended absence from the office due to a
death in her immediate family. As a result, there was insufficient time for the
completion of the Form 10-K and its meaningful review by the Company's Board of
Directors prior to its due date.
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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
The 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 most recent fiscal year ended June 30, 1997.
The Company expects to report net income of approximately $1,281,000 for
the year ended June 30, 1997 (reflecting the combined results of Maxum and
AHS), compared to a net loss before extraordinary item of approximately
$4,158,000 for the six months ended June 30, 1996 and approximately $
7,498,000 for the twelve (12) months ended June 30, 1996 (unaudited)
(reflecting the results of Maxum only).
