Notification That Annual Report Will Be Submitted Late (nt 10-k)
May 31 2016 - 4:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number
000-07900
CUSIP Number
53215T106
(Check one):
x
Form 10-K
¨
Form 20-F
¨
Form 11-K
¨
Form 10-Q
¨
Form 10-D
¨
Form N-SAR
For
Period Ended:
February 29, 2016
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¨
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Transition Report on Form 10-K
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¨
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Transition Report on Form 20-F
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¨
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Transition Report on Form 11-K
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¨
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
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For Period Ended: ______________
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
Life Partners Holdings, Inc
Full Name of Registrant
Not Applicable
Former Name if Applicable
204 Woodhew Drive
Address of Principal Executive Office
(Street and Number)
Waco, Texas 76712
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)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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¨
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule12b-25(c) has been attached if applicable.
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PART III – NARRATIVE
State below in reasonable detail the reasons
why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
Life Partners Holdings, Inc. (the “Company”) is
unable to file its Annual Report on Form 10-K for the fiscal year ended February 29, 2016 (the “Form 10-K”), with the
Securities and Exchange Commission (the “SEC”) within the prescribed time period, because of the Company’s inability
to timely process financial information for such fiscal year prior to the filing deadline without unreasonable effort and expense.
As previously disclosed in its reports filed with the SEC, on January 20, 2015, the Company filed a voluntary petition for relief
(Case No. 15-40289) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States
Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). On March 13, 2015, H. Thomas Moran II
was appointed as Chapter 11 Trustee for the Company (the “Trustee”). On May 19, 2015, Life Partners, Inc. (“LPI”)
and LPI Financial Services, Inc. (“LPIFS”), each of which is a direct or indirect subsidiary of the Company, filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. Mr. Moran also serves as the sole
director of LPI and LPIFS, who are operating as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court
and in accordance with the applicable provisions of the Bankruptcy Code. The Trustee and the Company’s management have devoted
substantial attention to analyzing the assets of the Company, LPI and LPIFS and operating their business under the protection of
the Bankruptcy Court. As a result of the increased burdens on the Company’s financial, accounting and administrative staff
associated with the pending bankruptcies, the Company has been unable to prepare the financial statements for the fiscal year ended
February 29, 2016 that are required to be included in the Form 10-K without unreasonable effort and expense.
PART IV – OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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H. Thomas Moran II
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(254)
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751-7797
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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).
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Yes
¨
No
x
The Company has not filed its annual report on Form 10-K for
the year ended February 28, 2015 or its quarterly reports on Form 10-Q for the quarters ended May 31, 2015, August 31, 2015, and
November 30, 2015.
(3)
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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?
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Yes
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No
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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.
The Company is unable to provide a reasonable estimate of the
changes in the results of operations for the year ended February 29, 2016 compared to its results of operations for the fiscal
year ended February 28, 2015, because, as described in Part III of this Form 12b-25 and Part III of the Form 12b-25 filed by the
Company with the SEC on June 1, 2015, which are incorporated by reference herein, the Company is unable to prepare and review all
necessary financial information for such periods.
Life Partners Holdings, Inc.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 31, 2016
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LIFE PARTNERS HOLDINGS, INC.
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By:
/s/ H. Thomas Moran II
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H. Thomas Moran II
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Chapter 11 Trustee
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