-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VnYq1nHvow7vIytMz9c+28T3VEBYKTD6uIYH0/1uNfKAyMhOBPFXcoxhu+EsJGPW hHfYbKeNULMKxoaShZK5bw== 0000913906-99-000004.txt : 19990128 0000913906-99-000004.hdr.sgml : 19990128 ACCESSION NUMBER: 0000913906-99-000004 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981031 FILED AS OF DATE: 19990127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIMEDEX HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0000790526 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 133326724 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-19019 FILM NUMBER: 99513690 BUSINESS ADDRESS: STREET 1: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 2014919494 MAIL ADDRESS: STREET 1: PRIMEDEX HEALTH SYSTEMS INC STREET 2: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: CCC FRANCHISING CORP DATE OF NAME CHANGE: 19920703 NT 10-K 1 FORM 12B-25 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTIFICATION OF LATE FILING FORM 12b-25 SEC File Number 0-19019 Cusip Number [Check One] |X| Form 10-K |_| Form 20-F |_|Form 11-K |_| Form 10-Q |_| Form N-SAR For the Period Ended: October 31, 1998 [ ] 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 Instructions [on back page] Before Preparing Form. Please Print or Type Nothing in this form shall be constructed 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: PRIMEDEX HEALTH SYSTEMS, INC. Former Name if Applicable: Address of Principal Executive Office [Street and Number]: 1516 COTNER AVENUE City, State and Zip Code: LOS ANGELES, CALIFORNIA 90025-3303 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 expenses; [X] [b] The subject annual report, semi-annual report, transition report on Form 10-K, Form 2-F, Form 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 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 the Form 10-K, 20-F, 11-K, 10-Q or N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. The Company has experienced a delay in assembling data for the financial statements. PART IV - OTHER INFORMATION [1] Name and telephone number of person to contact in regard to this notification Howard G. Berger, M.D. 310 478-7808 [Name] [Area Code] [Telephone No.] [2] Have all other periodic reports required under Section 13 or 15[d] of the Securities and 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 [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. During the year ended October 31, 1998, the Company sold its interest in two partnerships resulting in a gain of approximately $900,000. During the year ended October 31, 1997, the Company sold the assets and related liabilities of four of its hospital-based MRI facilities and its ultrasound division, and its investment in the stock of a subsidiary which arranged for the provision of imaging services for large payors, resulting in a gain of approximately $16,000,000. PRIMEDEX HEALTH SYSTEMS, INC. [Name of Registrant as Specified in Charter] has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 27, 1999 By: /s/ Howard G. Berger, M.D. ---------------------------------- -------------------------- Howard G. Berger, M.D. 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 Violation [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 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 amendment 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. EXHIBIT A MOORE STEPHENS, P.C. CERTIFIED PUBLIC ACCOUNTANTS 340 NORTH AVENUE EAST, SUITE 6 CRANFORD, NEW JERSEY 07016-2461 January 27, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We are retained by Primedex Health Systems, Inc. as independent certified public accountants to report on the financial statements at October 31, 1998 and 1997 and for the fiscal years then ended. We have endeavored, with the full cooperation of the Company, to obtain the necessary information to meet the filing requirements for Form 10-K, both as to form and timeliness. Due to the extensive period of time, and the related delay in developing data for the financial statements, we will not have sufficient time to complete our audit by January 29, 1999, which is the required filing date for the Company's annual report, without unreasonable effort and expense. Very truly yours, MOORE STEPHENS, P.C. -----END PRIVACY-ENHANCED MESSAGE-----