U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-28566
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: MARCH 31, 2000
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
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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 financial statements and other disclosures have been delayed
pending resolution of certain matters pertaining to the Company. This delay has
resulted from the effects of recent changes in internal management personnel and
the Company has not been able to complete the preparation of some of its reports
following the completion of the year-end audit. 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
MICHAEL M. BARBOUR 281 276-7000
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(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.
EXPLANATION. For the quarter ended March 31, 1999, the Company recognized
approximately $13,338,000 in net sales from continuing operations and
approximately $253,000 in net income. It is
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estimated that the Company will recognize approximately $13,700,000 in net sales
from continuing operations for the quarter ended March 31, 2000, and will incur
approximately $600,000 to $1,000,000 in net losses for the period.
The Company experienced an involuntary conversion by fire damage at its
Houston, Texas, manufacturing facility in fiscal 1999, which significantly
diminished the Company's capacity to manufacture and deliver its products.
Notwithstanding the estimated nil change in net sales, the Company estimates an
increase in net loss for fiscal 2000 of approximately $800,000 to $1,200,00 over
the amount reported for fiscal 1999. The estimated increase in net loss over the
prior period is due to various factors some of which resulted in decreased sales
revenue. The primary factor is the Company's discontinuation of a service line
and related activities late in 1999 and the loss of the associated revenue. The
Company continues to have increasing working capital deficit and continues to be
restricted in the use of its collections of operating revenues; and these
factors continue to materially and adversely affect the Company's ability to
purchase supplies and raw materials and to manufacture and deliver its products.
The Company's existing banking facility expired March 3, 2000, and the
Company is currently in negotiations to replace the banking facility with a new
financing arrangement. The independent certified public accountants have
included in their auditors' report in connection with their audit of the
Company's financial statements for the year ended December 31, 1999, a reference
that substantial doubt exists as to the Company's ability to continue as a going
concern due to the Company's present financial condition.
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: May 10, 2000 /S/ MICHAEL M. BARBOUR
Michael M. Barbour,
PRESIDENT AND
CHIEF EXECUTIVE 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).
