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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC File Number: 0-19820
CUSIP Number: 92846E104
(Check One):
[ X ]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: year ended May 31, 1998
[ ]Transition Report on Form 10-K
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-F
[ ]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 this form shall be constructed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Part III of the Form 10-
K including Items 10, 11, 12, and 13.
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: Vitalink Pharmacy Services, Inc.
Former Name if Applicable: 101 East State Street
Address of Principal Executive Office: Kennett Square, PA 19348
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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 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]Yes [ ]No
(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 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 [ X ]Yes [ ]No
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
[ ]Yes [ X ]No
The Registrant filed the Report of its Independent Public Accountants
dated July 3, 1998 with its annual
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report on Form 10-K filed on August 28, 1998 with the Securities and Exchange
Commission.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why Form 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 Schedule "A" attached hereto.
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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
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Richard J. McMahon, Esquire 215 569-5554
(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 statement to be included in the subject report or portion thereof?
[ ]Yes [ X ]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.
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Vitalink Pharmacy Services, 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/ Ira C. Gubernick
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Name: Ira C. Gubernick, Esquire
Title: Vice President - Office of the
Chairman and Secretary
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SCHEDULE "A"
On April 26, 1998, Genesis Health Ventures, Inc. ("Genesis"), Vitalink
Pharmacy Services, Inc. ("Vitalink") and V Acquisition Corporation, a Delaware
corporation ("V Acq") and a wholly-owned subsidiary of Genesis entered into an
Agreement and Plan of Merger (as amended, the "Merger Agreement"). On August
28, 1998, Vitalink was merged with and into V Acq, with V Acq surviving the
merger (the "Merger").
Upon consummation of the Merger, Vitalink filed a Form 15 with the
Securities and Exchange Commission (the "Commission") certifying that the common
stock, par value $.01, (the "Vitalink Common Stock") of Vitalink was held of
record by less than 300 persons and requesting termination of the registration
of the Vitalink Common Stock under Section 12(g) of the Exchange Act. However,
under Rule 12h-3(c), Vitalink retained a reporting obligation to file its annual
report on Form 10-K for its fiscal year ended May 31, 1998 (the "Vitalink Form
10-K") because it filed a registration statement on Form S-3 on October 20, 1997
during the preceding fiscal year.
Prior to August 31, 1998, (the "Filing Deadline") the Vitalink Form 10-K
was filed with the Commission. The Vitalink Form 10-K omitted the information
required by Part III of Form 10-K because such information was too burdensome to
compile prior to the Filing Deadline.
In an attempt to alleviate the need to file such Part III information,
Vitalink filed a No-Action letter with the Commission on August 28, 1998. The
Commission contacted Vitalink on September 24, 1998 with its denial of the No-
Action request. Because Vitalink was recently notified of the Commission's
denial, Vitalink requires additional time to prepare and compile the information
required by Part III of Form 10-K.
