----------------------------
OMB APPROVAL
----------------------------
OMB Number: 3235-0058
Expires: January 31, 2002
Estimated average burden
hours per response......2.50
----------------------------
----------------------------
SEC FILE NUMBER
333-56135
----------------------------
----------------------------
CUSIP NUMBER
----------------------------
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
-------------------
[_] 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
River Holding Corp.
- --------------------------------------------------------------------------------
Full Name of Registrant
N/A
- --------------------------------------------------------------------------------
Former Name if Applicable
599 Lexington Avenue, 18th Floor
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
New York, NY 10022
- --------------------------------------------------------------------------------
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 portion thereof, will be
filed on or before the fifteenth calendar day following the
[X] 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.
See Attachment III.
Potential persons who are to respond to the
collection of information contained in this
(Attach Extra Sheets if Needed) form are not required to respond unless the
form displays a currently valid OMB control
number.
SEC 1344 (7-00)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Luke D. Thompson 213 229-8427
---------------------------- -------------- -------------------------
(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 report(s). [_] Yes [X] No
Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
---------------------------------------------------------------------------
Quarterly Report on Form 10-Q for the period ended March 31, 2001 and
---------------------------------------------------------------------------
Quarterly Report on Form 10-Q for the period ended June 30, 2001.
---------------------------------------------------------------------------
(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 Attachment IV.
- --------------------------------------------------------------------------------
River Holding Corp.
-----------------------------------------------------------
(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/ Patrick Yount
------------------------------ --------------------------------------
Patrick Yount
Chief Financial Officer
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.
- ----------------------------------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 (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
SEC 1344 (7-00)
2
Rule 201 or Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T ((S)232.13(b) of this chapter).
SEC 1344 (7-00)
3
ATTACHMENT III
--------------
The Registrant, River Holding Corp., is a holding company that conducts all of
its operations through its majority-owned subsidiary, Hudson Respiratory Care
Inc. (the "Company"). The Registrant is not able to file its Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 because the Company has
not yet completed the financial statements for the period covered by the report.
The Company changed its certifying public accountant in January 2002.
ATTACHMENT IV
-------------
The Company anticipates that its expenses to be reflected on its consolidated
financial statements for the fiscal year ended December 31, 2001 will be
substantially greater than such items reported for the fiscal year ended
December 31, 2000. The increase in expenses is primarily related to (i) growth
in the Company's existing business and (ii) increases in reserves associated
with accounts receivable and inventory, expenses associated with the write-down
of certain fixed assets and severance and other related expenses associated with
the relocation and closure of manufacturing and distribution facilities. Final
amounts for the fiscal year ended December 31, 2001 cannot be quantified at this
time.