U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
FORM 12b-25
SEC File Number 0-19019 Cusip Number
[Check One]
|X| Form 10-K |_| Form 20-F |_|Form 11-K |_| Form 10-Q |_| Form N-SAR
For the Period Ended: October 31, 1998
[ ] 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
Read Instructions [on back page] Before Preparing Form.
Please Print or Type
Nothing in this form shall be constructed 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: PRIMEDEX HEALTH SYSTEMS, INC.
Former Name if Applicable:
Address of Principal Executive Office [Street and Number]: 1516 COTNER AVENUE
City, State and Zip Code: LOS ANGELES, CALIFORNIA 90025-3303
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 expenses;
[X] [b] The subject annual report, semi-annual report, transition
report on Form 10-K, Form 2-F, Form 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, 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.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q
or N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. The Company has experienced a delay in assembling
data for the financial statements.
PART IV - OTHER INFORMATION
[1] Name and telephone number of person to contact in regard to this
notification
Howard G. Berger, M.D. 310 478-7808
[Name] [Area Code] [Telephone No.]
[2] Have all other periodic reports required under Section 13 or 15[d] of
the Securities and 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 reports] 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.
During the year ended October 31, 1998, the Company sold its interest in
two partnerships resulting in a gain of approximately $900,000. During
the year ended October 31, 1997, the Company sold the assets and related
liabilities of four of its hospital-based MRI facilities and its
ultrasound division, and its investment in the stock of a subsidiary
which arranged for the provision of imaging services for large payors,
resulting in a gain of approximately $16,000,000.
PRIMEDEX HEALTH SYSTEMS, 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: January 27, 1999 By: /s/ Howard G. Berger, M.D.
---------------------------------- --------------------------
Howard G. Berger, M.D.
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 Violation [See 18 U.S.C. 1001]
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 the 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 amendment 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.
<PAGE>
EXHIBIT A
MOORE STEPHENS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
340 NORTH AVENUE EAST, SUITE 6
CRANFORD, NEW JERSEY 07016-2461
January 27, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We are retained by Primedex Health Systems, Inc. as independent certified
public accountants to report on the financial statements at October 31, 1998 and
1997 and for the fiscal years then ended. We have endeavored, with the full
cooperation of the Company, to obtain the necessary information to meet the
filing requirements for Form 10-K, both as to form and timeliness. Due to the
extensive period of time, and the related delay in developing data for the
financial statements, we will not have sufficient time to complete our audit by
January 29, 1999, which is the required filing date for the Company's annual
report, without unreasonable effort and expense.
Very truly yours,
MOORE STEPHENS, P.C.
