- Notification that Quarterly Report will be submitted late (NT 10-Q)
August 14 2009 - 2:49PM
Edgar (US Regulatory)
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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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OMB Number: 3235-0058
Expires: April 30, 2009
Estimated average burden hours per response . . . 2.50
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SEC FILE NUMBER
1-32203
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CUSIP NUMBER
Not applicable
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(Check
one):
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o
Form 10-KSB
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o
Form 20-F
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o
Form 11-K
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x
Form 10-Q
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o
Form 10-D
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o
Form N-SAR
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o
Form N-CSR
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For Period
Ended:
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June 30, 2009
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the
Transition Period Ended:
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Read Instructions (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.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: N/A
PART I REGISTRANT INFORMATION
Prospect
Medical Holdings, Inc.
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Full Name of
Registrant
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Former Name if
Applicable
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10780
Santa Monica Boulevard, Suite 400
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Address of
Principal Executive Office
(Street and
Number)
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Los
Angeles, California 90025
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City, State and
Zip Code
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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
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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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x
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(b)
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The subject
annual report, semi-annual report, transition report on Form 10-KSB,
Form 20-F, Form 11-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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o
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(c)
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The accountants
statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10
-
KSB, 20
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F, 11
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K, 10
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Q, 10
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D, N
-
SAR, N
-
CSR, or the transition
report or
portion
thereof, could not be filed within the prescribed time period.
As set forth in the two
Current Reports on Form 8-K/A filed by Prospect Medical Holdings, Inc. (the Company)
on July 8, 2009 and July 1, 2009 and the Current Report on Form 8-K filed on
April 14, 2009, during the fiscal quarter ended June 30, 2009, the Company
increased its ownership interest in Brotman Medical Center, Inc., a California
corporation (Brotman), from 33.1% to 71.96%.
Due to such increased ownership, beginning with the Companys Form 10-Q
for the quarter ended June 30, 2009, Brotmans financial results will be
included in the consolidated financial results reported for the Company. The Company is diligently working to finalize
and integrate such Brotman information, but it will be unable to complete the
process by the scheduled filing deadline of August 14, 2009.
SEC 1344 (05-06)
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Persons who are to respond to the collection of
information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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(Attach extra
Sheets if Needed)
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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Mike Heather, CFO
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(310)
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943-4500
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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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x
Yes
o
No
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(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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x
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.
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Brotman results of operations were not included for
the corresponding period of the last fiscal year. As set forth above, due to the Companys
recent increase in its ownership interest in Brotman, the financial results of
Brotman will be included in the consolidated financial results reported for the
Company in its Form 10-Q filed for the period ended June 30, 2009. The Companys Current Report on Form 8-K/A
filed on July 8, 2009 includes (a) audited financial statements for Brotman as
of and for the year ended September 30, 2008, (b) unaudited condensed financial
statements of Brotman as of March 31, 2009 and for the six month periods ended
March 31, 2009 and 2008, and (c) unaudited condensed pro forma consolidated
financial statements of the Company that give effect to the acquisition of the
increased interest in Brotman (i) as of October 1, 2007, for the unaudited
condensed pro forma consolidated statements of operations and (ii) as of March
31, 2009, for the unaudited condensed pro forma consolidated balance sheet The pro forma financial information is based
on the preliminary estimated fair values of the assets and liabilities of
Brotman as of April 14, 2009.
Prospect Medical Holdings, 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
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August
14, 2009
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By
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/s/ Mike
Heather
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Mike
Heather
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Chief
Financial Officer
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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 representatives
authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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