UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 1-13263
CUSIP Number: 14844P 10 5
(Check One): [X]Form 10-K [_]Form 20-F [_]Form 11-K [_]Form 10-Q [_]Form N-SAR
For Period Ended: December 31, 2001
[_] 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:
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
Castle Dental Centers, Inc.
---------------------------
Full Name of Registrant
N/A
---
Former Name if Applicable
3701 Kirby Drive, Suite 550
---------------------------
Address of Principal Executive Office (Street and Number)
Houston, Texas 77098
--------------------
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 applicable)
(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 15th
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, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The registrant has not filed its Form 10-K for the year ended December 31, 2001,
because the registrant, despite its best efforts, has been unable to complete
its financial statements. The registrant is in default under its credit
agreements and has devoted considerable resources to structuring a plan of
operations acceptable to its creditors and negotiating a restructuring of the
registrant's outstanding debt. This task has been undertaken with the assistance
of a new chief financial officer. In connection with this restructuring,
management has identified additional expenses that may need to be recognized
currently. Until the amount of these expenses can be determined, management will
be unable to finalize the registrant's financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John M. Slack (713) 490-8601
------------- --------------
(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 report(s) been filed? If answer is
no, identify reports(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.
Based upon its review of the registrant's financial position undertaken in
connection with its restructuring, management has determined that certain
additional costs associated with the restructuring should be expensed in the
fourth quarter. These costs include expenses related to the closing of
unprofitable dental centers, severance payments made to personnel at such dental
centers as well as the valuation of certain intangible assets. Net income also
will be affected by an increase in interest expenses relating to higher
effective interest rates and default interest under the registrant's credit
agreements.
The registrant estimates that it will report a net loss of between $1.17 and
$1.25 per share for the fourth quarter of 2001 and between $2.28 and $2.36 per
share for the full year. This compares with net loss of $1.25 per share for the
fourth quarter and net loss of $2.96 per share for the year ended December 31,
2000.
Castle Dental Centers, Inc.
---------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 2, 2002 By: /s/ John M. Slack
_____________________________
John M. Slack, Vice President