UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-11380
WASHINGTON, D.C. 20549
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): X Form 10-K Form 20-F Form 10-Q
Form N-SAR
For Period Ended: 2-28-99
[ ] 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 From N-SAR
For the Transition Period Ended:
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:
STAFF BUILDERS, INC.
(Name of Registrant)
1983 Marcus Avenue
(Address of Principal Executive Office - Street and Number)
Lake Success, NY 11042
(City, State and Zip)
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; X
(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 fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or 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 X
(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, 11-
K, 10-Q, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
On April 14, 1999, the Registrant caused its wholly-owned
subsidiary, Tender Loving Care Health Care Services, Inc., to file
with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form 10 in connection with the proposed
spin-off of the Registrant's home health care business. On May 21,
1999, the staff of the Division of Corporation Finance of the SEC
issued a comment letter with respect to such Registration
Statement. Many of the comments contained in the comment letter
are relevant to the preparation of the Registrant's Annual Report
on Form 10-K for the fiscal year ended February 28, 1999. The
Registrants's efforts to assimilate those comments and, where
appropriate, incorporate them into its year-end financial statement
has resulted in a delay in completing the Registrant's Annual
Report on Form 10-K. The reason for the delay in the timely filing
of the Form 10-K could not be eliminated by the Registrant without
unreasonable effort or expense. Accordingly, additional time is
required for the Registrant and its outside professionals to
finalize the Form 10-K.
PART IV-Other Information
(1) Name and telephone number of person to contact in regard to
this notification.
Willard T. Derr 516 327-3305
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required to be filed by 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), Yes X 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 statement to be included in the
subject report or portion thereof? Yes X 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.
The Registrant anticipates reporting a net loss of approximately
$73 million, including certain non-recurring charges to recognize
Medicare and Medicaid audit adjustments, the write-down of goodwill
and other restructuring costs.
Staff Builders, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 28, 1999
By: /s/ Willard T. Derr
Willard T. Derr
Sr. Vice President, Chief Financial 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 persons signing the form shall be typed or
printed beneath the signature. If the 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).
