<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-15586
-------
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: GHS, Inc.
---------------------------------------------------
Former name if applicable:
---------------------------------------------------
Address of principal executive office (Street and number): 2400 Research
Boulevard, Suite 325
- ------------------------------------------------------------------------------
City, State and Zip Code: Rockville, Maryland 20850
----------------------------------------------------
<PAGE>
<PAGE>
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.)
The Registrant is awaiting for filing with its Form 10-K the audited financial
statements of Florida Specialty Network, Ltd., a company in which the
Registrant owns a minority interest.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Alan Gold (301) 208-8998
- -------------------------------------------------------------------------------
(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
<PAGE>
<PAGE>
(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
GHS, 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 3/27/98 By /s/ Alan Gold
----------------------- ------------------------------------
Name: Alan Gold
Title: President
116197<PAGE>
<PAGE>
Response to Part IV - Item 3
- ----------------------------
During the fiscal year ended December 31, 1997, the Registrant sold
substantially all of the assets related to the Registrant's business of
providing computerized record-based processing systems and services for managed
care, public health and ambulatory care facilities. As a result of the closing
of such transaction, the Registrant received approximately $2,146,000 million
of gross proceeds, which amount included certain closing adjustments. In
addition, during fiscal 1997 the assets of Florida Specialty Networks, Ltd., a
company in which the Registrant possessed a 20% interest, and several of its
affiliates were sold. As a result of the closing of such transaction, the
Registrant received approximately $2,330,000 million net of expenses. As a
result of such sale transactions and other factors relating to the ongoing
operations of the Registrant's U.S. NeuroSurgical, Inc. subsidiary, the
Registrant expects to report net income from continuing operations of
$1,281,000 in 1997 as compared to $528,000 in 1996 and income from discontinued
operations of $791,000 in 1997 as compared to a loss of $360,000 in 1996.
