1217431v1
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: December 31, 1999
[ ] 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:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commissions 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 1--REGISTRANT INFORMATION (Official Text)
Simione Central Holdings, Inc
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Full Name of Registrant
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Former Name if Applicable
6600 Powers Ferry Road
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Address of Principal Executive Office (Street and Number)
Atlanta, GA 30339
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City, State and Zip Code
PART II--RULES 12b-25(b) AND (c) (Official Text)
If the subject report could not be filed without reasonable 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 reasonable 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 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 accountants statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
PART III--NARRATIVE (Official Text)
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 Registrant recently completed its merger with MCS, Inc. as reflected in the
Registrant's Current Report on Form 8-K filed on March 8, 2000. The financial
statements of Simione Central Holdings, Inc. ("SCHID") as of December 31, 1999
are still in the process of being finalized and reviewed by the auditors.
PART IV--OTHER INFORMATION (Official Text)
(1) Name and telephone number of person to contact in regard to this
notification:
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R. Bruce Dewey (770) 644-6708
(Name) (Area Code) (Telephone Number)
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(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 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 statement 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.
It is anticipated that any significant changes in the results of operations
for the Registrant's year ended December 31, 1999, as compared to prior
year's results, will be reflected in the financial statements of the
Registrant. (See attached explanation).
Simione Central Holdings, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 29, 2000 By: /s/ R. Bruce Dewey
R. Bruce Dewey, President and CEO
INSTRUCTION: This 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:
International misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
<PAGE>
Attachment to Part IV, Item 3
CONSOLIDATED STATEMENTS OF LOSS (unaudited)
($ in thousands)
Below are the comparative Results of Operations for Simione Central
Holdings, Inc for the years ended December 31, 1999 and 1998. Significant
changes in results can be seen in material reduction in revenues, costs and
expenses. The completion of the merger with MCS completed on March 7, 2000
has had a material impact on the Company and the Company needs additional
time to review the dislosures in the Form 10-K including but not limited to
Subsequent Events to the year ended December 31, 1999 and the Liquidity and
Capital Resources disclosures in the MD&A.
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Year Ended December 31,
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1999 1998
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(Unaudited)
Net revenues:
Software and services $14,693 $27,523
Agency support 1,541 6,936
Consulting services 7,299 6,437
Columbia settlement fee 2,250 750
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Total net revenues 25,783 41,646
Costs and expenses:
Cost of revenues 16,446 26,091
Selling, general and administrative 13,346 13,823
Research and development 3,968 6,741
Amortization and depreciation 3,546 2,392
Restructuring and other charges (1,140) 5,011
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Total costs and expenses 36,166 54,058
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Loss from operations (10,383) (12,412)
Other income (expense):
Interest expense (242) (183)
Interest and other income 204 424
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Net loss $(10,421) $(12,171)
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Net loss per share - basic and diluted $(5.95) $(7.11)
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Weighted average common shares - basic 1,750 1,709
and diluted
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