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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-22977
(Check One):
[ X ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-KSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________
Read Attached Instructions 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.
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
Full Name of Registrant: Vision Twenty-One, Inc.
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Former Name if Applicable: N/A
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Address of Principal Executive Office
(Street and Number): 7360 Bryan Dairy Road, Suite 200
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City, State and Zip Code: Largo, Florida 33777
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PART II
RULE 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 appropriate box.)
[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 10-KSB, 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 or transition report on Form 10-Q, Form
10-QSB, 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 the Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period. (Attach extra sheets if needed).
The Company's Annual Report on Form 10-K for the year-ended December
31, 1999 cannot be filed within the prescribed time period because the Company
is experiencing delays in the completion of its audit as a result of certain
financial and other information required, from several of the Company's managed
physician practices in connection with its exiting of the practice management
business, to finalize its financial reporting for such period. The Company's
Form 10-K will be filed as soon as reasonably practicable.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Theodore N. Gillette (727) 545-4300
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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.
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The Company anticipates that its results of operation in prior periods
will change due to its discontinued operations in the retail optical business
and physician practice management business. As a result of the Company's exit of
the physician practice management business, the Company anticipates an
adjustment to its net assets associated with the physician practice management
business to the net realizable value of such assets. The Company anticipates
that such adjustment will adversely impact its results of operations for the
current period in the range of $50 to $55 million. A reasonable estimate of the
Company's results for the current period cannot be made at this time due to the
information it is expecting to receive as referenced in Part III above.
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Vision Twenty-One, 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
thereunto duly authorized.
Date: March 31, 2000 /s/ Theodore N. Gillette
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By: Theodore N. Gillette
Title: 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
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 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 or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.
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