MEDICAL RESOURCES INC /DE/
NT 10-K, 1998-03-31
MEDICAL LABORATORIES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549

                              FORM 12b-25
                                                        
                                   Commission File Number 1-12461
                                                          -------
                         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:  12/31/97
                   ------------------------------------------------------------ 
                
[  ] Transition Report on Form 10-K     [  ] Transition Report on Form 10-Q
[  ] Transition Report on Form 20-F     [  ] Transition Report on Form N-SAR
[  ] Transition Report on Form 11-K

For the Transition Period Ended: 
                                 ---------------------------------------------- 
                                                                                
     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.

     If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:                         
                                                        -----------------------
- -------------------------------------------------------------------------------

                         Part I.   Registrant Information

Full name of registrant:   Medical Resources, Inc.                              
                           ---------------------------------------------------
Former name if applicable:
                            ---------------------------------------------------
Address of principal executive office (Street and number):   155 State Street 

- ------------------------------------------------------------------------------ 
City, State and Zip Code:  Hackensack, New Jersey 07601
                           ---------------------------------------------------- 
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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 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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
[X]       on or before the 15th 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.

                         Part III.   Narrative

     State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.  (Attach extra sheets if needed.) 

During the fiscal year ended December 31, 1997, the Registrant acquired over 60
diagnostic imaging centers, many of which acquisitions occurred during the
second half of fiscal 1997.  In addition, many of the businesses acquired by
the Registrant possessed differing accounting and information systems which
affected the Registrant's ability to integrate and evaluate such information on
a consolidated basis.  As a result, such circumstances have caused a delay in
the determination of the Registrant's results of operations for the fourth
quarter and the full fiscal year ended December 31, 1997.

                         Part IV.   Other Information

     (1)  Name and telephone number of person to contact in regard to this
notification

                    Duane C. Montopoli          (201) 488-6230
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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 the 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 Attachment


                            Medical Resources, Inc.
- ------------------------------------------------------------------------------- 
                    (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date  3/31/98                    By  /s/ Duane C. Montopoli            
      -----------------------       ------------------------------------        
                                    Name: Duane C. Montopoli
                                    Title: President and Chief Executive
                                           Officer



115658<PAGE>
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Response to Part IV - Item 3
- ----------------------------

During the fiscal year ended December 31, 1997, the Registrant acquired over 60
diagnostic imaging centers, increasing its total number of such centers to 101
centers.  As a result of such acquisitions, the Registrant's net revenues for
the fiscal year ended December 31, 1997 will be significantly higher than its
net revenues for the fiscal year ended December 31, 1996.  The Registrant
presently estimates that such acquired centers contributed net revenues of
approximately $60 million to the Registrant's consolidated net revenues for the
fiscal year ended December 31, 1997.  As discussed in Part III hereof, the
Registrant is presently unable to estimate its results of operations for the
fourth quarter and the full fiscal year ended December 31, 1997. 


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