Notification That Annual Report Will Be Submitted Late (nt 10-k)

 

		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 12b-25   NOTIFICATION OF LATE FILING
				SEC FILE NUMBER 333-170812

 

(Check one):		x  Form 10-K	o  Form 20-F		o  Form 11-K	o  Form 10-Q	o  Form 10-D
		o  Form N-SAR	o  Form N-CSR
		For Period Ended:	December 31, 2015
		o   Transition Report on Form 10-K
		o   Transition Report on Form 20-F
		o   Transition Report on Form 11-K
		o   Transition Report on Form 10-Q
		o   Transition Report on Form N-SAR
		For the Transition Period Ended:

 

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.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

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PART I — REGISTRANT INFORMATION

 

21 st  Century Oncology Holdings, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

2270 Colonial Boulevard

Address of Principal Executive Office (Street and Number)

Fort Myers, Florida 33907

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 reason 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, 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
	(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 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.

 

21st Century Oncology Holdings, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 10-K”) within the prescribed time period without unreasonable effort or expense. The Company requires additional time to finalize its financial statements to be filed as part of the 2015 10-K as it completes its regular year-end closing process.  In addition, as previously disclosed in the Company’s Current Report on Form 8-K filed on March 25, 2016, the Company will be restating the unaudited condensed consolidated financial statements as of and for the interim periods ended March 31, June 30 and September 30, 2015, and the 2015 10-K is expected to reflect this restatement. The Company intends to file the 2015 10-K as soon as reasonably practicable.

 

SEC 1344 (04-09)

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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PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification
	LeAnne M. Stewart		(239)		931-7254
	(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     o  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     o  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 disclosed in Part III, the Company requires additional time to finalize its financial statements to be filed as part of the 2015 10-K as it completes its regular year-end closing process. As a result, the Company is unable to provide a reasonable estimate of the results at this time.

 

Forward-Looking Statements

 

This Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that include the words “believes,” “expects,” “anticipates,” “intends,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts. Forward-looking statements are based on management’s current expectations or beliefs about the Company’s future plans, expectations and objectives. These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements including, but not limited to, the timing and nature of the final resolution of the accounting issues discussed in this Form 12b-25; any delay in the filing of required periodic reports with the SEC; and whether a restatement of financial results will be required for other accounting issues for the same or other periods in addition to the restatement currently expected by management. Readers of this Form 12b-25 are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this Form 12b-25.

 

21 st  Century Oncology Holdings, Inc.

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(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:	March 31, 2016		By:	/s/ LeAnne M. Stewart
			Name:	LeAnne M. Stewart
			Title:	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).

 

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