U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-28566
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: DECEMBER 31, 1999
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 changes in internal management personnel during the last three
months and the Company has not been able to complete its 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 fiscal year ended December 31, 1998, the Company
recognized approximately $41,932,000 in net sales from continuing operations and
incurred approximately $5,831,000 in net losses.
<PAGE>
It is estimated that the Company will recognize approximately $57,427,000 in net
sales from continuing operations for the fiscal year ended December 31, 1999,
and will incur approximately $4,100,000 to $4,600,000 in net losses for the
period.
The Company experienced significant growth in sales revenue in fiscal 1999
over 1998 due primarily to increased sales from a business acquisition made in
May 1998. The Company estimates a decrease in net loss for fiscal 1999 of
approximately $1,200,000 to $1,700,00 under the amount reported for fiscal 1998.
The estimated decrease in net loss under the prior period is due primarily to
reduced operating expenses resulting from the effects of various
cost-containment measures undertaken by the Company. Also, in fiscal 1998 the
Company recorded several significant non-recurring costs which caused an
increase in net loss.
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 source. The independent certified public accountants have informed the
Company that their auditors' report will include 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: March 30, 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).
