UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-16587
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: DECEMBER 31, 2004
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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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: ORION HEALTHCORP, INC.
Former name if applicable: SURGICARE, INC.
Address of principal executive office (Street and number):
1805 Old Alabama Road, Suite 350
City, state and zip code: Roswell, GA 30076
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;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, 10-KSB, Form 20-F, 11-K, 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 Form 10-Q, 10-QSB, 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, 10-KSB, 11-K, 20-F,
10-Q, 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 December 15, 2004, the Registrant (formerly known as SurgiCare, Inc.) (the
"Company") consummated its previously disclosed restructuring transactions,
which included issuances of new equity securities for cash and contribution of
outstanding debt, the acquisition of three new businesses and the restructuring
of its debt facilities. The Company also completed a one-for-ten reverse stock
split, created three new classes of common stock and changed its name. These
transactions, as well as other related matters, were previously described in the
Company's proxy statement dated September 10, 2004.
As a result of the complexity involved in accounting for the restructuring and
acquisition transactions, including the fact that the transactions are accounted
for as a "reverse" merger for accounting purposes, the audited consolidated
financial statements and annual report of the Company will not be completed in
accordance with the March 31, 2005 deadline.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Stephen H. Murdock (678) 832-1800
(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 reports) 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 why a reasonable estimate
of the results cannot be made.
As a result of the previously disclosed restructuring transactions, which
include a "reverse" merger for accounting purposes, the Company's results of
operations for the year ended December 31, 2004 will be significantly different
from the corresponding period for the last fiscal year. Specifically, the
Company acquired Integrated Physician Solutions, Inc. ("IPS") in the acquisition
transactions. In light of the terms of the restructurings and the acquisition
transactions, IPS was considered the accounting acquirer and the historical
financial statements of IPS will be treated as the financial statements of the
Company from and after the date of the transactions. While the Company's audited
consolidated financial statements are not yet complete, the Company estimates
that, on a pro forma basis, it will report net revenues of approximately $36
million and a net loss of approximately $12 million for the year ended December
31, 2004.
ORION HEALTHCORP, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: 03/30/2005 By: \s\ Stephen H. Murdock
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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 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 Regulation
S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.
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