| UNITED STATES | | |
| SECURITIES AND EXCHANGE COMMISSION | | |
| Washington, D.C. 20549 | | SEC FILE NUMBER |
| | | 000 54527 |
| FORM 12b-25 | | |
| | | CUSIP NUMBER |
| NOTIFICATION OF LATE FILING | | 81661A 107 |
(Check One): | x | Form 10-K | ¨ | Form 20-F | ¨ | Form 11-K | ¨ | Form 10-Q | ¨ | Form N-SAR | ¨ | Form N-CSR |
x | 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: | December 31, 2013 |
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: |
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PART I
REGISTRANT INFORMATION
Full Name of Registrant |
Healthcare Corporation of America |
Former Name if Applicable |
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Address of Principal Executive Office (Street and Number) |
66 Ford Road, Suite 230 |
City, State and Zip Code |
Denville, NJ 07834 |
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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)
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, 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 Transition Report on Form 10-K of Healthcare Corporation of America (the “Company”) could not be filed within the prescribed time period because the Company recently restated its financial statements, and the preparation of the reports containing the restated financial statements has delayed the preparation of the current report.
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 o 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 : March 31, 2014 | 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 | |
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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. |
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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. |
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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. |
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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 Transition Report on Form 10-K for the period ended December 31, 2013, will vary from its previously filed financial statements in a manner consistent with the information contained in the Company’s Transition Report on Form 10-K, dated March 13, 2014 (the “Form 10-K”), and the Company’s Quarterly Report on Form 10-Q, dated March 21, 2014 (the “Form 10-Q”). The information contained in the Form 10-K and Form 10-Q is incorporated by reference herein.