NOVACARE INC
NT 10-Q, 1999-11-15
MISC HEALTH & ALLIED SERVICES, NEC
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                                                            SEC FILE NUMBER
                                                            1-10875
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                                                            CUSIP NUMBER
                                                            669930109
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

<TABLE>
<S>           <C>            <C>            <C>            <C>         <C>
(Check One):  |_| Form 10-K  |_| Form 20-F  |_| Form 11-K |X| Form 10-Q  |_| Form N-SAR
</TABLE>

                 For Period Ended: September 30,1999

                  [ ] 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 Instruction (on back page) 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

NOVACARE, INC.
- --------------------------------------------------------------------------------
Full Name of Registrant

- --------------------------------------------------------------------------------
Former Name if Applicable

1016 WEST NINTH AVENUE
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

KING OF PRUSSIA, PA 19406
- --------------------------------------------------------------------------------
City, State and Zip Code

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;
               (b)    The subject annual report, semi-annual report, transition
/ X /                 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 of 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

See Exhibit A attached hereto.
                                                 (ATTACH EXTRA SHEETS IF NEEDED)
                                                                 SEC 1344 (2-99)
<PAGE>   2
PART IV -- OTHER INFORMATION

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

   Robert E. Healy, Jr.              (610)                     992-7200
- --------------------------------------------------------------------------------
        (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 answer is no, identify such X reports.
                                                                      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 statements to be included in the subject report or
        portion thereof?
                                                                      Yes   No X

        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.



                                 NovaCare, 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 11/15/99                                        By/s/ Robert E. Healy, Jr.
                                                     --------------------------
                                                     Robert E. Healy, Jr.
                                                     Sr. Vice President Finance
                                                     & Administration and 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 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 misstatement or omissions of fact constitute FEDERAL CRIMES
                        VIOLATIONS (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 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 amended notification.

5.   Electronic Files. 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 (Section 232.201 or Section 232.202 of this
     chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
     of Regulation S-T (Section 232.13(b) of this chapter).

<PAGE>   3

                            Exhibit A to Form 12b-25


         As a result of unforeseen delays in connection with the preparation of
the Registrant's quarterly financial statements, the Registrant is unable to
file its Quarterly Report on Form 10-Q within the prescribed time period. The
Registrant cannot eliminate the reasons for its inability to file the foregoing
Report without unreasonable effort and/or expense. The foregoing Report will be
filed no later than the fifth calendar day following the prescribed due date for
the Report.



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