UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
| NOTIFICATION OF LATE FILING | SEC FILE NUMBER 000 54527 |
(Check One): | ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR | CUSIP NUMBER 81661A 107 |
| For Period Ended: | September 30, 2013 | |
| | | | |
| ¨ | 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 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
Healthcare Corporation of America
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
66 Ford Road, Suite 230
City, State and Zip Code
Denville, NJ 07834
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 From N-CSR, 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 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Quarterly Report on Form 10-Q of Healthcare Corporation of America (the “Company”) could not be filed within the prescribed time period due to errors in the financial statements for previous accounting periods that were discovered during the time of the audit of the financial statements for the transition period ended June 30, 2013. The disclosure in the Company’s Current Report on Form 8-K dated September 16, 2013 is hereby incorporated by reference herein.
PART IV
OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification | |
| | |
| Giovanni Caruso | 212 | 407-4866 |
| (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 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. | |
| See Exhibit A | |
| | |
| | | | |
Healthcare Corporation of America |
(Name of Registrant as Specified in Charter) |
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date : November 15, 2013 | By: | /s/ Yoram Bibring |
| | Name: Yoram Bibring |
| | Title: 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 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 (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 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. |
| | |
Exhibit A
The Company anticipates that the changes reflected in its Quarterly Report on Form 10-Q for the period ended September 30, 2013, will vary from its previously filed financial statements in a manner consistent with the information contained in the Company’s Current Report on Form 8-K dated September 16, 2013 (the “Form 8-K”). The information contained in the Form 8-K is incorporated by reference herein.