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FORM 12B-25
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number
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NOTIFICATION OF LATE FILING
(Check One): [x] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: February 29, 2000
[ ] 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 ATTACHED INSTRUCTION SHEET 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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Staff Builders, Inc.
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Full Name of Registrant
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Former Name if Applicable
1983 Marcus Avenue, Lake Success, NY 11042
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(Address of Principal Executive Office Street and Number)
(City, State and Zip Code)
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PART II--RULES 12b-25(b) AND (c)
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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)
X (a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
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FORM 12B-25
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
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attached extra sheets
if needed.)
The Registrant is unable to timely file its annual report on Form 10K for the
year ended February 29, 2000 without unreasonable effort or expense as a result
of a relocation of its corporate headquarters from Atlanta to New York in
December 1999, a sale of its subsidiary (Chelsea Computer Consultants) and a
spin-off of another subsidiary (Tender Loving Care Health Services, Inc.).
Accordingly, the additional time is requested to compile all information
necessary to accurately complete this Form 10K within the time period permitted
by Rule 12b-25 of the Securities and Exchange Act of 1934.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Alan Levy 516 750-1666
(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 the answer is no,
identify report(s).
[X] Yes [ ] No
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FORM 12B-25
(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 naratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
A significant change in results of operations for Staff Builders, Inc. will be
reported as compared to the corresponding period for the last fiscal year due to
the spin-off of Staff Builders, Inc.'s home health care business. The
supplemental staffing business will remain with Staff Builders, Inc.
Accordingly, the results of operations for the home health care business will be
reported in a separate filing on Form 10K for "Tender Loving Care Health Care
Services, Inc." ("TLC"). TLC filed a Registration Statement on Form 10, which
registered the shares of TLC to be issued in the spin-off. As a result of this
spin-off, the Registrant will reflect a change in the reporting entity and
restate the comparable prior period (s) to exclude the home health care business
for the current and comparable periods ended February 29, 2000, February 28,
1999 and February 28, 1998.
Staff Builders, 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 May 26, 2000 By /s/ Alan Levy
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Alan Levy
