SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25 (Amendment No. 1)
Commission File Number 000-22719
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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, 1997
/ / Transition Report on Form 10-K / / Transition Report on Form N-SAR
/ / Transition Report on Form 10-Q / / Transition Report on Form 11-K
/ / Transition Report on Form 20-F
For the Transition Period Ended: ____________________________
Read attached instruction sheet 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.
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
Full name of registrant: Physician Healthcare Plan of New Jersey, Inc.
Former name if applicable: _______________________________
Address of principal executive office (Street and number):
c/o The Pace Group, Inc., 12160 Abrams Road, Suite 409
City, State and Zip Code : Dallas, TX 75243
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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 appropriate box.)
/ / (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
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. (Attach extra sheets if needed.)
THE FOLLOWING AMENDS THE REGISTRANT'S FORM 12b-25 FILED ON MARCH 31, 1998.
As of December 19, 1997, the Registrant sold its HMO and PPO operations to
Medigroup of New Jersey, Inc., as reported on Form 8-K filed on December 29,
1997. The Registrant has no employees of its own, and has not had its own
employees during fiscal year 1997. The Registrant continues to utilize contract
staffing arrangements for certain accounting, reporting and corporate and
administrative functions. Such arrangements are on an hourly service basis, now
that the Registrant has no active operations.
Because responsibilities for accounting and SEC reporting are divided between
two separate contract staffs, and because certain quantitative data necessary
for the preparation of the Registrant's financial information is provided by a
separate third party administrator, the Registrant has experienced delays in
assembling financial information required for completion of the audit of its
financial statements by its independent public accountants. The Registrant could
not, without unreasonable expense, consolidate all accounting, reporting and
data processing functions in one staff. In addition, the Registrant could not,
without unreasonable expense, accelerate the completion of the audit of its
financial statements, to facilitate the completion of the audit in time for
filing audited financial statements by March 31, 1998.
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The Registrant represented in its March 31, 1998 filing that it would file its
annual report on Form 10-KSB on or before the 15th calendar day following the
prescribed due date. The Registrant has been advised by its auditors that some
additional materials were required for completion of the audit of the
Registrant's financial statements. Such materials could not be produced by the
third parties responsible for such data in time to permit the filing of the
Registrant's annual report by April 15, 1998. The Registrant is diligently
attempting to obtain the materials requested by the auditors, and will file the
annual report as soon as it receives the auditors report on the audited
financial statements.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Karen A. Miller (800) 422-5611
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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 Registrant
Act of 1940 during preceding 12 months or for such shorter period that the
registrant was required to file such report 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.
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Physicians Healthcare Plan of New Jersey, 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: April 15, 1998 By: /s/ Karen A. Miller Acting CEO
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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 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 the 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
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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.
