UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 SEC FILE NUMBER
000-20881
FORM 12B-25 ----------------
NOTIFICATION OF LATE FILING CUSIP NUMBER
001753-42220110
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(Check One): [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 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
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HealthCor Holdings, Inc.
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Full Name of Registrant
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Former Name if Applicable
8150 North Central Expressway, Suite M2000
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Address of Principal Executive Office (Street and Number)
Dallas, Texas 75206
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City, State and Zip Code
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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, will be filed on or before the
[ X ] 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.
The Company is awaiting the announcement from the Health Care
Financing Administration of final regulations regarding annual per-
beneficiary Medicare Nursing reimbursement which could have a material
effect on the Company. The Company expects such announcement to be made by
approximately April 10, 1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joel H. Williams 214 750-2266
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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
(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.
HealthCor's revenues for the three months ended December 31, 1997,
increased by 18.1% to $34.6 million compared to $29.3 million recorded
in the same period of 1996. HealthCor reported a net loss for the
quarter ended December 31, 1997 of $15.4 million compared to net
income for the fourth quarter of 1996 of $1.7 million. The Company
also recorded a loss per share for the quarter of ($1.53) on 10.1
million average shares outstanding compared to earnings of $0.17 per
share on 10.0 million average shares outstanding in the fourth quarter
of 1996.
HealthCor's revenues during 1997 increased by 34.1% to $143.2 million
compared to $106.8 million recorded in 1996. Net loss for 1997 was
($15.6) million compared to net income of $5.3 million last year. The
net loss per share for 1997 was ($1.56) on 10.1 million average shares
outstanding compared to basic earnings of $0.69 on 7.8 million average
shares outstanding in 1996.
Net loss for the three months ended December 31, 1997, included a pre-
tax charge of $9.9 million related to its previously announced
restructuring plan predominantly for its Medicare nursing business,
consisting of a goodwill write-off of $8.3 million and a restructuring
charge of $1.6 million. The Company also recorded a pre-tax charge of
$0.3 million related to the write-off of previously capitalized fees
in connection with the Company's early repayment of its bank credit
facility, a pre-tax (non-cash) charge of $0.4 million related to the
termination of the Company's Employee Stock Ownership Plan and
recorded an increase in the provision for doubtful accounts of $5.7
million. In addition, operating results were adversely affected by the
Company's Medicare nursing operations exceeding cost limitations by a
pre-tax amount of $5.6 million.
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HEALTHCOR HOLDINGS, INC.
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(Name of Registrant as Specified in Charter)
has caused this information to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 1998 By /S/S. Wayne Bazzle
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Chairman and Chief Executive
Officer
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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.
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ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTES 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 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 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 3.6232.201 or Sec. 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Sec. 232.13(b) of this chapter).
