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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
SEC FILE NUMBER
1-16025
NOTIFICATION OF LATE FILING
CUSIP NUMBER
422101 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, 2002
If the notification relates to a portion of the filing checked above, identify
the Item (s) to which the notification relates:
PART I - REGISTRATION INFORMATION
Headway Corporate Resources, Inc.
317 Madison Avenue
New York, NY 10017
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 or 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
(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, 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 Company was unable to complete its financial statements and obtain
required information for the report without unreasonable effort and
expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Philicia Levinson (212) 672-6501
(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 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 way a reasonable estimate
of the results cannot be made.
The Company estimates that its net loss before cumulative effective of
accounting change and preferred stock dividend for the year ended December 31,
2002 will be approximately $21,857,000 as compared to a net loss before
preferred stock dividend of $5,679,000 for the year ended December 31, 2001. The
decline in the Company's results for 2002 is primarily a result of the difficult
economic environment that adversely affected both the executive search and
staffing segments of the Company's business. During the first quarter of 2002
the Company adopted SFAS 142. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives are no longer amortized but are subject
to annual impairment tests in accordance with the Statement. Other intangible
assets continue to be amortized over their useful lives. Under SFAS 142,
goodwill impairment is deemed to exist if the net carrying value of a reporting
unit's goodwill exceeds its estimated fair value. The Company's reporting units
are one level below the operating segments underlying the segments identified in
Note 5-Segment Information. Upon adoption of SFAS 142 in the first quarter of
2002, the Company recorded a one-time, non-cash charge of $45 million to reduce
the carrying value of its goodwill. Such charge is non-operational in nature and
is reflected as a cumulative effect of an accounting change in the Company's
statement of operations. As a result of this change, the Company's net loss
after cumulative effective of accounting change and preferred stock dividend for
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the year ended December 31, 2002 will be approximately $69,016,000 as compared
to a net loss after preferred stock dividend of $7,179,000 for the year ended
December 31, 2001.
Headway Corporate Resources, Inc. has caused this notification to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: March 31, 2003 By: /s/ Philicia Levinson
Chief Financial Officer
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