HENLEY HEALTHCARE INC
NT 10-Q/A, 2000-05-16
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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The Notification of Late Filing on Form 12b-25 filed by the Company on May 15,
2000 was inadvertently filed via EDGAR due to a communication error.  Pursuant
to Rule 103 of Regulation S-T, the Company hereby files this amended
Notification of Late Filing on Form 12b-25.

                     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.

     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 financial statements and other disclosures have been
delayed pending resolution of certain matters related to recent changes in
internal management personnel. As a result, the Company has not been able to
complete the preparation of some of its first quarter 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
                (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 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 estimated that the Company will
recognize approximately $13,700,000 in net sales from continuing operations for
the quarter ended March 31, 2000, but will incur approximately $600,000 to
$1,000,000 in net losses for the period.

    The estimated net loss for the quarter ended March 31, 2000 compared to the
corresponding period in 1999 period is due to various factors, some of which
resulted in decreased sales revenue. Lower margins for manufactured items, along
with severance packages paid to several employees terminated in the first
quarter and an increase in bank fees also contributed to the net loss for the
period. The Company also continues to have an increasing working capital deficit
and continues to be restricted in the use of its collections of operating
revenues. This factor continues to materially and adversely affect the
Company's ability to purchase supplies and raw materials and to manufacture and
deliver its products and also contributed to the net loss for the period.

                             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).


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