Notification of Late Filing
FORM 12b-25
Commission File No. 0-23998
CUSIP Number - None
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Check one) x - Form 10-K
For Period Ended - December 31, 1996
[x] Transition Report on Form 10-K
[ ] Transition Report on Form 20-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended
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
FIRST CHOICE HEALTH NETWORK, INC.
Full Name of Registrant
1100 Olive Way, Suite 1480,
Address of Principal Executive Offices
Seattle, Washington 98101-1838
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 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.
Part III - Narrative
State below in reasonable detail the reasons why 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.
On February 5, 1997, CEO Gary Gannaway, announced that based on First Choice
Health Network, Inc.'s (the Company) entry into new lines of business, some
realignment of the Company's Finance and Network Management areas would take
place. The goal of these changes were to focus on the fundamental core of
the PPO business while the Company positioned itself for anticipated growth
through its' subsidiary 'First Choice Health Plan, Inc.'
Randy Barker, who was then serving as Vice President and Chief Financial
Officer, would become VP of Network Management. Several critical provider
contracting and network development initiatives related to the Company's new
shared risk PPO product required a more concerted network development focus.
David Peel, who was then serving as Vice President of Underwriting/Product
Development, would assume the role of Chief Financial Officer.
The following reasons describe the causes for the registrants inability to
file timely that could not be eliminated without unreasonable effort or
expense:
1. Additional responsibilities of subsidiary activities not present in
prior years
a. New accounting processes brought about by subsidiary's new systems
software needed to pay claims & capitation
b. Resolution of data import problems into accounting software
2. Shortage of accounting personnel (staff already working overtime) and
transition of accounting work from outside CPA firm.
3. Incompatibilities associated with DOS-based accounting software due to
Windows 95 upgrade resulting in upgrade to Windows based accounting
software, currently underway
4. Necessary business changes and responsibilities reflective of a change
in CFO's
The (afore-mentioned) problems delayed the preparation of materials for use
by auditors and therefore have caused the delay in issuance of annual audited
statement.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Karen M Koch 206 292-8255
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15 of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the proceeding 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 portion thereo? Yes _ x_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.
First Choice Health Network, 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 31, 1997
By /s/David Peel
David Peel, Chief Financial 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 that an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
