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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q
[_] Form N-SAR
For Period Ended: SEPTEMBER 30, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on form N-SAR
For the Transition Period Ended: _____________________________________
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Read instruction (on back page) Before preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
PEDIATRIC SERVICES OF AMERICA, INC.
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Former Name if Applicable
N/A
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Address of Principal Executive Office (Street and Number)
310 TECHNOLOGY PARKWAY, NORCROSS, GA 30092-2929
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City, State and Zip Code
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)
(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, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject
[X] quarterly report of 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 the Form 10-K, 11-K, 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 Company's Form 10-K could not be filed on December 29, 1998, the
required filing date, due to the unavailability on that date of certain
information needed to complete the Form 10-K.
(ATTACH EXTRA SHEETS IF NEEDED) SEC 1344(11-91)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Stephen M. Mengert 770 441-1580
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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 reports) been filed? If
answer is no, identify report(s). [X] Yes [_] No
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(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.
See explanation on Page 3.
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PEDIATRIC SERVICES OF AMERICA, 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
hereunto duly authorized.
Date DECEMBER 29, 1998 By /S/ STEPHEN M. MENGERT, CHIEF FINANCIAL
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OFFICER
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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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
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PART IV, Paragraph (3) - continued
As reported in a press release issued by the Company on December 8, 1998,
the Company experienced significant changes in its results of operations in the
fiscal year and quarter ended September 30, 1998 as compared to the comparable
period in the prior year. Net revenues for the quarter ended September 30, 1998
increased 54.1% to $82,974,000 compared to $53,833,000 in 1997. The Company
reported net loss for the quarter ended September 30, 1998 of $639,000 compared
to net income of $2,026,000 for the fourth quarter of 1997. In the fourth
quarter of 1998, the Company recorded a net loss per share of $0.09 on 6,920,000
weighted average shares outstanding compared to earnings per share of $0.31 on
6,480,000 weighted average shares outstanding in the fourth quarter of 1997.
Net revenues for the year ended September 30, 1998 increased 48.3% to
$302,492,000 compared to $204,023,000 recorded in the prior year. For the fiscal
year, the Company recorded a net loss of $6,292,000 compared to net income of
$7,255,000 for fiscal 1997. The net loss per share was $0.91 on 6,911,000
weighted average shares outstanding, compared to $1.13 earnings per share on
6,446,000 weighted average shares outstanding in fiscal 1997.
