UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2001
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[ ] 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:
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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.
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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
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Full Name of Registrant
Response Oncology, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
1805 Moriah Woods Boulevard, Memphis, Tennessee 38117
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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)
(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 or Form N-SAR, or
[X] 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, or the transition report or portion thereof, could not be filed within
the prescribed time period.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE
COLLECTION OF INFORMATION CONTAINED IN
(ATTACH EXTRA SHEETS IF NEEDED) THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID
OMB CONTROL NUMBER.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Peter A. Stark (901) 761-7000
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(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) have
filed? If answer is no, identify report(s). [X] Yes [ ] No
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(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 Form 12b-25 Attachment
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Response Oncology, Inc.
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(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/ Peter A. Stark
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INSTRUCTION: The form may be singed 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).
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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.
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 Regulations S-T (ss. 232.201 or ss. 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulations S-T (ss. 232.13(b) of this chapter).
FORM 12B-25 ATTACHMENT
PART III NARRATIVE SUMMARY
On March 29, 2001, Response Oncology, Inc. its wholly owned
subsidiaries (Response Oncology Management of South Florida, Inc., Response
Oncology of Fort Lauderdale, Inc. and Response Oncology of Tamarac, Inc.)
(collectively the "Registrant" or the "Company") filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Western District of Tennessee. The Registrant's
Annual Report on Form 10-K for the year ended December 31, 2001 (the "Form
10-K") was due to be filed on April 1, 2002. The Registrant is unable to
complete and file the Form 10-K without unreasonable effort or expense by the
due date because (i) the Registrant's personnel responsible for the preparation
of the Form 10-K are also responsible for the preparation of the bankruptcy
court filings and related matters, including the liquidation of substantially
all of the operating assets of the Company, and these efforts have diverted
their attention from the preparation of the Form 10-K and (ii) the content and
relevance of the Form 10-K, including the financial statements, have been and
continue to be substantially affected by the bankruptcy filings.
PART IV NARRATIVE
It is anticipated that there will be a significant change in the
results of operations for the year ended December 31, 2001, compared to the year
ended December 31, 2000 in the following respects: (i) a net loss of
approximately $21.5 million is anticipated for the year ended December 31, 2001
compared to a net loss of approximately $14.4 million for the year ended
December 31, 2000 and (ii) to the extent various sales transactions of the
Registrant's assets occur prior to the release of the Form 10-K, the carrying
values of these assets need to be adjusted downward to reflect the amount of
anticipated proceeds resulting from such sales, which will result in the
recognition of significant additional impairment charges.
The Company intends to pursue the filing of a liquidating plan (the "Plan")
on or before April 30, 2002. Under the terms of the Plan, the Company does not
expect that there will be any recovery for equity holders. Numerous sales
transactions are currently pending before the Bankruptcy Court that will result
in the disposal of substantially all of the operating assets of the Company. The
Company currently has approximately $25 million in secured debt and
approximately $17.5 million in scheduled pre-petition unsecured debt that
requires satisfaction before any recovery would be available for equity holders.
Based on the anticipated proceeds from the pending sales transactions and the
remaining assets of the Company, there is no reasonable possibility of recovery
for the equity class.