SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 1-13772
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 December 31, 1999
[ ] 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:__________________________________
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: Not Applicable
PART I
REGISTRANT INFORMATION
Full name of registrant: HealthPlan Services Corporation
Address of principal executive office (STREET AND NUMBER):
3501 Frontage Road
City, state and zip code:
Tampa, Florida 33607
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;
(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
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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.
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:
HealthPlan Services Corporation (the "Company") is unable to file its
Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (the
"Form 10-K") by March 30, 2000, although the Company will file the Form 10-K
within the fifteen calendar day time limit prescribed under Rule 12b-25 under
the Securities Exchange Act of 1934, as amended. This delay is caused by the
need for additional time for the lenders under the Company's credit facility to
complete their due diligence in connection with the proposed assumption or
restructuring of the Company's obligations under the credit facility.
As disclosed in the Current Report on Form 8-K filed by the Company on
February 23, 2000, the Company entered into an Amended and Restated Agreement
and Plan of Merger, dated February 18, 2000, with UICI, a Delaware Corporation,
UICI Capital Trust I, a Delaware business trust, and UICI Acquisition Co., a
Delaware corporation and a wholly owned subsidiary of UICI (the "Merger
Agreement"). The Merger Agreement contemplates that, upon the terms and
conditions set forth in the Merger Agreement, UICI Acquisition Co. will be
merged with and into the Company, with the Company being the surviving
corporation in the merger (the "Merger").
The terms of the Company's credit facility are set forth in an Amended
and Restated Credit Agreement, dated as of May 1, 1998, as amended (the "Credit
Agreement"), between the Company, the lenders named in the Credit Agreement, and
First Union National Bank, as administrative agent ("First Union"). For the
purposes hereof, such lenders and First Union are collectively referred to as
the "Lenders."
The Merger Agreement, as amended on March 23, 2000, provides that UICI
and UICI Acquisition Co. will have no obligation to effect the Merger unless
UICI receives, on or before April 15, 2000, the written consent of the Lenders
with respect to UICI's assumption of the Company's obligations under the Credit
Agreement. As of the date of this filing, the Lenders are still engaged in due
diligence regarding the possible assumption of the Company's credit facility by
UICI or some alternative restructuring of the Company's credit facility. The
Lenders have previously waived certain financial covenant defaults under the
Credit Agreement through April 15, 2000. The continuation of this waiver beyond
April 15, 2000, cannot be documented until the Lenders complete their due
diligence and determine whether they will consent to the assumption of the
credit facility by UICI or consent to some other restructuring of the Company's
credit facility. Accordingly, the Company cannot include a meaningful
presentation of its debt in the financial statements to be contained in the Form
10-K until the Lenders have completed their due diligence and decided whether
they will consent to the assumption or restructuring of the credit facility. The
outcome of this issue may also influence the opinion to be provided by the
Company's independent auditors in connection with such financial statements.
Consequently, the Company cannot file its Form 10-K by March 30, 2000, without
unreasonable effort or expense.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
PHILLIP S. DINGLE (813) 289-1000 EXT. 2048
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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?
[ ] 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.
HEALTHPLAN SERVICE CORPORATION
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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 MARCH 28, 2000 By /s/ PHILLIP S. DINGLE
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Phillip S. Dingle, Chief Financial Officer
