NOVACARE INC
NT 10-Q, 2000-02-14
MISC HEALTH & ALLIED SERVICES, NEC
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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:  December 31, 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

 N/A
- --------------------------------------------------------------------------------
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
                      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
[ X ]                 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 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    February 14, 2000                  By:  /s/ Robert E. Healy, Jr.
        -----------------                  -------------------------------------
                                           President 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




                                 NOVACARE, INC.
                            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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