U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-23607
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: DECEMBER 31, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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: HENLEY HEALTHCARE, INC. (THE "COMPANY")
Former Name if Applicable:
120 INDUSTRIAL BOULEVARD
Address of Principal Executive Office (Street and Number)
SUGAR LAND, TEXAS 77478-3128
City, State and Zip Code
<PAGE>
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.) [X]
(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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before
the 15th 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 Form 10-K, 11-K, 20-F,
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 completion of our financial statements and other disclosures have been
delayed pending resolution of certain matters. The Company experienced
significant growth during 1998 including an acquisition of a foreign subsidiary
with sales in over 100 countries. The Company needs additional time to ensure
the completeness and accuracy of all required disclosures.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DAN D. SUDDUTH 281 276-7000
(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.
<PAGE>
EXPLANATION. For the fiscal year ended December 31, 1997, the Company
recognized approximately $17,585,000 in net sales from continuing operations and
incurred approximately $2,124,000 in net losses. It is estimated that the
Company will recognize approximately $41,932,000 in net sales from continuing
operations for the fiscal year ended December 31, 1998, and will incur
approximately $5,700,000 to $5,900,000 in net losses for the period.
The Company experienced significant growth in fiscal 1998 over 1997 due
primarily to material acquisitions of a product line in September 1997 and a
business in May 1998 that more than doubled the size of the Company. The
increase in sales is a direct result of the addition of the acquired operations.
The estimated increase in the net loss over the prior period is due, in part,
to: (i) initial costs of approximately $1.1 million related to integrating the
manufacturing of the acquired product line into existing Company facilities;
(ii) a non-cash charge of $0.8 million to write down inventory to its net
realizable value; and (iii) the incremental cost, approximately $0.5 million, of
pursuing and obtaining ISO 9002 approval. Additionally, the Company sold the
operations of one of its divisions during 1998. The net loss for 1997 and 1998
include $1.5 million and $1.6 million, respectively, of losses incurred from the
operations and ultimate sale of the division.
The Company's existing banking facility expires May 3, 1999. Our independent
certified public accountants have informed us that their auditor's report will
include a reference that substantial doubt exists as to the Company's ability to
continue as a going concern if an adequate agreement with a new financing source
is not closed prior to the filing of our Form 10-KSB for the year ended December
31, 1998. The Company is currently in negotiations to replace the banking
facility with a new financing source.
HENLEY HEALTHCARE, 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: March 31, 1999 /s/ DAN D. SUDDUTH
Dan D. Sudduth,
EXECUTIVE VICE 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 misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
