U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12B-25 Commission File Number 0-27456 -------- NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended: December 31, 1996 ------------------ [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: ----------------------------------------------- Read attached instruction sheet 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 EquiMed, Inc. ------------- Former name if applicable EquiVision, Inc. ---------------- Address of principal executive office (Street and number) 2171 Sandy Drive - ----------------------------------------------------------------------------- City, State and Zip Code State College, PA 16803 ------------------------ 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, 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 or transition report on the From 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 Form 10-K and Form 10-KSB, 11- K, 20-F, 10-Q and Form 10-QSB, N-SAR or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) On November 5, 1996, the registrant consummated the sale of a significant portion of its assets. The registrant has been unable to gain access to certain accounting records regarding the portion of its business to which the assets sold related. Such records are in the possession of the Company that acquired such assets. Accordingly, the registrant's auditors have been unable to complete the audit of the registrant's financial statements for the period ended December 31, 1996. PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this modification Daniel Beckett (814) 238-0375 ----------------------------------------------------- (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 file such report(s) been filed? If the answer is period that the registrant was required to 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. For the year ended December 31, 1995, net revenues were $100.1 million, and net income was $7.3 million. For the year ended December 31, 1996, net revenues were $99.7 million, and the net loss was $15.8 million or $0.57 per share based upon 27.7 million weighted shares outstanding. These unaudited results included the effect of an extraordinary first quarter charge relating to early extinguishment of debt, a non-recurring item resulting from the change from S Corporation to C Corporation tax status, and the write down of goodwill associated with the sale of the ophthalmology division effective November 1, 1996. The total of these items was $25.4 million. Without these items, net income and net income per share for 1996 would have been $9.8 million and $0.35, respectively. ------------------------------------------------------------------------ (Name of registrant as specified in charter) Has caused this notification to be signed on its behalf by the unsigned thereunto duly authorized. Date March 31, 1996 By /s/ Daniel Beckett ----------------- ---------------------------- 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.