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UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION 0-19283
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(CHECK ONE) [X]FORM 10-K [ ]FORM 20-F [ ]FORM 11-K [ ]FORM 10-Q [ ]FORM N-SAR
FOR PERIOD ENDED: DECEMBER 31, 1999
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[ ] 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:
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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:
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PART I - REGISTRANT INFORMATION
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VisionAmerica Incorporated
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Full Name of Registrant
Omega Health Systems, Inc.
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Former Name if Applicable
5350 Poplar Avenue, Suite 900,
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Address of Principal Executive Office (STREET AND NUMBER)
Memphis, Tennessee 38119
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City, State and Zip Code
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PART II - RULES 12B-25(B) AND (C)
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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.
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PART III - NARRATIVE
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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 Company is delaying the release of its annual report pending completion of
the Company's investigation regarding the failure of the Company to pay federal
payroll taxes during 1999. The Company, its auditors and its counsel have been
expending substantial amounts of time in connection with the investigation.
Consequently, resources normally expendable on annual reporting matters have
been otherwise utilized. This failure to pay payroll taxes and subsequent
investigation also significantly impact the information necessary to complete
the Company's Form 10-K for the year ended December 31, 1999 and the Company
has been unable to incorporate all of such information prior to the filing
deadline without the expenditure of unreasonable effort and expense. The
Company plans to file its 10-K within the next fifteen (15) days upon
completion of the investigation and audit.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Todd Smith (901) 683-7868
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(Name) (Area Code) (Telephone Number)
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(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 Company is delaying the release of its 1999 10-K pending completion of the
Company's investigation regarding the failure of the Company to pay federal
payroll taxes during 1999. The Company estimates that $3.5 million of
additional payroll, withholding and other taxes, penalties and interest
liabilities exist, in addition to a previously accrued $5 million payroll tax
liability. Any discovery of further past due taxes would increase the estimated
$8.5 million tax liability. The Company is considering what provisions are
required in connection with the unpaid tax liability. Because the Company and
its auditors continue to finalize the Company's financial information, the
impact of such adjustments cannot reasonably be determined at this time.
However, the Company expects that the adjustments will cause a significant
change in results of operations when compared with the fiscal year 1998.
VisionAmerica Incorporated
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 2000 By /s/ Todd Smith
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Chief Accounting 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
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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.
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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).
