<PAGE> 1
UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-19283
Washington, D.C. 20549 -------
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [x]Form 10-Q [ ]Form N-SAR
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 ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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
VisionAmerica Incorporated
- --------------------------------------------------------------------------------
Full Name of Registrant
Omega Health Systems, Inc.
- --------------------------------------------------------------------------------
Former Name if Applicable
5350 Poplar Avenue, Suite 900,
- --------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
Memphis, Tennessee 38119
- --------------------------------------------------------------------------------
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 appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
The Registrant is delaying the release of its third quarter 1999 results pending
discussions regarding the disposition of certain operating units and certain
impairment provisions, principally related to prior acquisitions. These
discussions stem from the Company's ongoing campaign to narrow its business
focus, as well as the implications of replacing medical directors in three
acquired centers. The Company plans to release its third quarter 1999 financial
and operating results within the next ten business days, following completion of
these discussions.
<PAGE> 2
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Ronald L. Edmonds (901) 683-7868
-------------------------- ----------- ------------------
(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
(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:
The Registrant is delaying the release of its third quarter 1999
results pending discussions regarding the disposition of certain operating
units and certain impairment provisions, principally related to prior
acquisitions. These discussions stem from the Company's ongoing campaign to
narrow its business focus, as well as the implications of replacing medical
directors in three acquired centers. The Registrant anticipates reclassifying
its financial results related to operating units to be disposed as of as
discontinued operations. The Registrant is considering whether impairment
provisions are required in connection with certain prior acquisitions. The
impact of such adjustments cannot be determined at this time.
- --------------------------------------------------------------------------------
VISIONAMERICA INCORPORATED
------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date November 11, 1999 By /s/ Ronald L. Edmonds
----------------------------- ----------------------------------------
Ronald L. Edmonds
Executive Vice President
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
persons 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
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
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 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 (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 232.12(c) of this chapter).
