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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-20678
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: February 29, 1996
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[ ] 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:
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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: N/A
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PART I. REGISTRANT INFORMATION
Full Name of registrant Physicians Clinical Laboratory, Inc.
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Former name if applicable N/A
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Address of principal executive office (Street and number)
2495 Natomas Park Drive, Suite 600
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City, State and Zip Code Sacramento, California 95833
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PART II. RULE 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;
[X] (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
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[ ] (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 portion thereof could not be filed within
the prescribed period.
The registrant, whose fiscal year ended February 29, 1996, is not able
to file its annual report on Form 10-K within the prescribed time period
because the registrant has been unable to timely finalize financial statements
relating to such period.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Richard M. Brooks (916) 648-3517
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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?
See Exhibit A, attached hereto. [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.
Physicians Clinical Laboratory, Inc.
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(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 30, 1995 By: /s/ Richard M. Brooks
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Richard M. Brooks
Senior Vice President
Chief Financial Officer
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EXHIBIT A
PART IV - OTHER INFORMATION
(3) The registrant will report losses for its fiscal year ended February 29,
1996. The precise amount of such losses has not been determined at this time.
Based upon preliminary unaudited estimates, however, such losses could be in
excess of $45 million. The registrant's operating results were adversely
affected by, among other factors, the completion of the registrant's previously
disclosed restructuring activities, including write offs of capitalized
financing expenses, uncollectible accounts receivable and pre-acquisition
costs. In addition, the registrant has incurred increased interest expenses as
a result of being in default under its credit agreement with its bank group.
The registrant reported a net loss of $5.6 million for the fiscal year ended
February 28, 1995.
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