-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AmUepCuvJPXsJbkz/8nLnKHtYG9HpnHnl2fdnLiHzx01yu4iTYFEEcW3BolvNG17 YXIAXdgnZQuAJKmBLxEGSg== 0000950150-99-001095.txt : 20000211 0000950150-99-001095.hdr.sgml : 20000211 ACCESSION NUMBER: 0000950150-99-001095 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIRMAN MANAGED CARE INC CENTRAL INDEX KEY: 0001009822 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 521884092 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-22127 FILM NUMBER: 99719681 BUSINESS ADDRESS: STREET 1: 1025 HIGHWAY 111 SOUTH CITY: COOKEVILLE STATE: TN ZIP: 38501 BUSINESS PHONE: 9313727800 MAIL ADDRESS: STREET 1: 1025 HIGHWAY 111 CITY: COOKEVILLE STATE: TN ZIP: 38501 NT 10-K 1 FORM 12B-25: NOTIFICATION OF LATE FILING 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 333-11957 ------------ (Check One): [X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: June 30, 1999 -------------------------------------------------------- [ ] 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 BIRMAN MANAGED CARE, INC. - ------------------------------------------------------------------------------ Full Name of Registrant - ------------------------------------------------------------------------------ Former Name if Applicable 1025 Highway 111 South - ------------------------------------------------------------------------------ Address of Principal Executive Office (Street and Number) Cookeville, Tennessee 38501 - ------------------------------------------------------------------------------ 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 Rules 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; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, 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 [X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. 2 PART III--NARRATIVE Birman Managed Care, Inc. (the "Company"), represents as follows: The annual report on form 10-KSB could not be timely filed without unreasonable effort or expense because of the following: The Company's auditors could not complete their report on the Company's financial statements because information from legal counsel regarding material matters was not received sufficiently in advance of the filing date for said accountants to complete their review of such information. Said counsel could not submit their information due to the anticipated rendering of a decision by one court considering a potentially material legal matter, which decision could have required amendment of the Company's filings. Said court apparently will not render its decision in time for inclusion in the Company's report, thus allowing the Company to complete its report and the Company's accountants to complete their opinion on the Company's financial statements. PART IV--OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Leonard C. Binkley (931) 372-7800 --------------------------------------- ----------- ------------------ (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). [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 of portion thereof? [ ] Yes [X] 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. - ------------------------------------------------------------------------------ BIRMAN MANAGED CARE, 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 September 29, 1999 By /s/ DAVID N. BIRMAN, M.D. -------------------------- ------------------------------------- David N. Birman, M.D. Chairman of the Board, President and Chief Executive 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) - ------------------------------------------------------------------------------ (Attach Extra Sheets If Needed) 3 [MARLIN & EDMONDSON, P.C. LOGO] September 29, 1999 Mr. Clifton S. Smith, Jr. Stanwood Smith Lawyers 601 South Figueroa Street, Suite 2600 Los Angeles, California 90017 RE: Birman Managed Care, Inc. and Subsidiaries 12b-25(c) Dear Mr. Smith: We have reviewed the Statement under Rule 12(b)-25(c) for Birman Managed Care, Inc. and Subsidiaries (the "Company") representing the Company's 10-KSB could not be timely filed without unreasonable effort or expense because we are unable to express an opinion on the Company's financial statements for the year ended June 30, 1999 because information from legal counsel regarding material matters was not received by us sufficiently in advance of the filing date for us to determine if adequate disclosure by management has been made. We concur with this statement. MARLIN & EDMONDSON, P.C. Nashville, Tennessee -----END PRIVACY-ENHANCED MESSAGE-----