UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549 Expires: January 31, 2002
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FORM 12b-25 SEC FILE NUMBER
NOTIFICATION OF LATE FILING CUSIP NUMBER 87157J106
(Check one) []Form 10-K []Form 20-F [X]Form 11-K []Form 10-Q
[]Form N-SAR
For Period Ended: December 31, 2000
[]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
Syncor International Corporation
Full Name of Registrant
Former Name if Applicable
6464 Canoga Avenue
Address of Principal Executive Office (Street and Number)
Woodland Hills, CA 91367
City, State and Zip Code
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;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or
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
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
[X] (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, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The completion of the audit of the Syncor International
Corporation Employees' Savings and Stock Ownership Plan (the
"Plan") for the fiscal year ended December 31, 2000 will be
delayed because the Plan's trustee for the first quarter of 2000,
Merrill Lynch Trust Company, FSB, has not been able to timely
deliver to Syncor all the financial documents necessary to
conduct the audit. Syncor typically receives the audit documents
on or before June 1, but as of June 27, 2001, Syncor has not
received the documents. Merrill Lynch has informed Syncor that
it will provide the remaining documents shortly. As a result,
Syncor's independent auditors, KPMG LLP, has informed us that it
cannot complete the audit in time for Syncor to file the Form
11-K by June 29, 2001.
A copy of the letter from Merrill Lynch explaining why it cannot
provide the documents is attached as Exhibit A. A copy of the
letter from KPMG LLP explaining why it cannot complete its audit
before June 29, 2001 is attached as Exhibit B.
Potential persons who are to
respond to the collection of
information contained in this
form are not required to
respond unless the form
displays a currently valid OMB
(Attach Extra Sheets if Needed) control number.
SEC 1344 (2-99)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
William P. Forster (818) 737-4699
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required [X] Yes [] No
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 answer is no, identify report(s).
(3) Is it anticipated that any significant [] Yes [X] No
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?
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.
SYNCOR INTERNATIONAL CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date June 27, 2001 By/s/William P. Forster
William P. Forster
Sr. Vice President & CFO
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 the 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 (17CFR 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.
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 (Sec. 232.201 or Sec. 232.202 of
this chapter) or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T (Sec. 232.13(b) of
this chapter).
Exhibit A
[MERRILL LYNCH LETTERHEAD]
Benefits and Investment Solutions
Emily R. Fernandez Private Client Group
Senior Client Service Manager
Assistant Vice President 9603 So. Meridian Blvd.
Englewood, Colorado 80112
303/264-5060 fax - 9201
June 25, 2001
Syncor International Corporation
Edwin Burgos
6464 Canoga Avenue
Woodland Hills, CA 91367
Re: Syncor Employee's Savings and Stock Ownership Plan
Dear Syncor International Corporation:
At this time, Merrill Lynch is unable to provide Syncor with
copies of participant statements for the year 2000. These copies
have been requested by Syncor in order for the 2000 Financial
Statements to be completed for the 11K filing.
Merrill Lynch currently has these statement CDs in production and
is anticipating delivery to Syncor shortly.
Please call me if you have further questions.
Sincerely,
/s/Emily R. Stone-Fernandez
Emily R. Stone-Fernandez
AVP, Sr. Client Service Manager
Exhibit B
[KPMG LETTERHEAD]
355 South Grand Avenue Telephone 213-972-4000
Suite 2000 Fax 213-622-1217
Los Angeles, CA 90071-1568
June 26, 2001
Mr. Ed Burgos
Syncor International Corporation
6464 Canoga Avenue
Woodland Hills, CA 91367
Dear Ed:
This is to confirm our understanding regarding the timing of our
audit procedures related to Syncor International Corporation
Employees' Savings and Stock Ownership Plan (the Plan). As of
the date of this letter, we have not received certain supporting
documentation required to complete our audit of the Plan.
Although we anticipate receiving such documentation, this will
not provide us with sufficient time to complete our procedures
and issue our report prior to the filing deadline of June 29,
2001 for the Form 11-K. Based on the aforementioned, we
recommend that you file for an extension of time with the
Securities and Exchange Commission.
Very truly yours,
KPMG LLP
/s/Michael E. Flynn
Michael E. Flynn
Partner
Cc: John D. Owens