HEALTH RISK MANAGEMENT INC /MN/
NT 10-K, 1998-09-29
INSURANCE AGENTS, BROKERS & SERVICE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          FORM 12b-25 SEC FILE NUMBER
                           NOTIFICATION OF LATE FILING
                                                                        
- ----------------
SEC FILE NUMBER   
                
0-18902
- ----------------
CUSIP NUMBER
                
421935 10 7
- ----------------


(Check One):  [X] Form 10-K and Form 10-KSB  [ ] Form 20-F  [ ] Form 11-K
              [ ] Form 10-Q and Form 10-QSB  [ ] Form N-SAR  
                                                                         
              For Period Ended:  June 30, 1998 
              [X] 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 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 HEALTH RISK MANAGEMENT, INC.

Former Name if Applicable

Address of Principal Executive Office (Street and Number)
         10900 Hampshire Avenue South
City, State and Zip Code
         Minneapolis, MN  55438
- --------------------------------------------------------------------------------
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;

[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 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 the Form 10-K and Form 10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof,  could not be filed within the  prescribed  time period.  (Attach Extra
Sheets if Needed)
 SEE ATTACHMENT




<PAGE>


PART IV - OTHER INFORMATION

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

       Thomas P. Clark                          (612)             829-3500
          (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 reports)
         been filed? If 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?
                                                                  [ ] 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


                          HEALTH RISK MANAGEMENT, 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     September 28, 1998     By  /s/ Thomas P. Clark, 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.


<PAGE>



                           Attachment for Form 12b-25
                          Health Risk Management, Inc.
                              SEC File No. 0-18902


Part III - NARRATIVE

         During the time immediately  preceding the filing date, the Company was
moving its  headquarters  to a new  location.  Certain  unanticipated  temporary
logistical  difficulties resulting therefrom caused the transmission of the Form
10-K to be delayed  such that the Form 10-K,  although  submitted  on  September
28th, will not be considered filed with the SEC until September 29, 1998.


Part (IV) 3

         The required  information is contained in a press release issued by the
Company  following  the close of  business on  September  28,  1998,  and in the
Company's Form 10-K transmitted on September 28th for filing with the Commission
on September 29, 1998.



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