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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 28, 1997
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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)
3301 C Street, Suite 100E
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City, State and Zip Code Sacramento, California 95816
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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 reason 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
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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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 time period.
The registrant, whose fiscal year ended February 28, 1997, 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) 325-2024
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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).
See Exhibit A, attached hereto [ ] Yes [X] 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 28, 1997 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, which, along with four of its subsidiaries, Quantum
Clinical Laboratories, Inc., Regional Reference Laboratory Governing
Corporation, Diagnostic Laboratories, Inc. and California Regional Reference
Laboratory (collectively with the registrant, the "Debtors"), are debtors in
possession in Case Number SV96-23185-GM (Joint Administered) (the "Bankruptcy
Cases") in the United States Bankruptcy Court for the Central District of
California, San Fernando Valley Division (the "Bankruptcy Court"). The Debtors
will report losses for fiscal year ended February 28, 1997. The precise
amount of such losses has not been determined at this time. Based upon
preliminary unaudited estimates, however, such losses will be approximately
$98.7 million. The registrant's operating results were adversely affected by,
among other factors, downward pressure on reimbursement revenues, billing
system/process challenges, accounts receivable collection problems and effects
and changes in the health care industry. Based upon preliminary unaudited
estimates, the registrant expects to report a net loss of approximately $10.7
million for the fiscal quarter ended August 31, 1996, and a net loss of
approximately $8.0 million for the fiscal quarter ended November 30, 1996. The
registrant reported a net loss of $79.2 million for the fiscal year ended
February 29, 1996. As previously disclosed in the registrant's Current Report
on Form 8-K filed on October 21, 1996, the registrant expects to file its
Quarterly Report on Form 10-Q for the quarterly period ended August 31, 1996 as
promptly as possible. As previously disclosed in the registrant's Current
Report on Form 8-K filed on January 21, 1997, the registrant expects to file
its Quarterly Report on Form 10-Q for the quarterly period ended November 30,
1996 as promptly as possible. The registrant also expects to file its Current
Report on Form 8-K regarding the Bankruptcy Court's April 23, 1997 confirmation
the Debtors' plan of reorganization as promptly as possible.
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