Form 12b-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-35020

CUSIP NUMBER 45685K102

 

(Check One):    

   ¨  Form 10-K     ¨  Form 20-F     x  Form 10-Q     ¨  Form 10-D     ¨  Form N-SAR    
  For Period Ended: March 31, 2012
  ¨  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:                 

 

Read Instruction (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:

 

N/A

 

 

PART I — REGISTRANT INFORMATION

 

InfuSystem Holdings, Inc.

(Full Name of Registrant)

 

(Former Name if Applicable)

 

31700 Research Park Drive

Address of Principle Executive Office (Street and Number)

 

Madison Heights, Michigan 48071

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;

 

  (b)  

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or 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 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, or the transition report or portion thereof, could not be filed within the prescribed time period.

Registrant is unable to timely prepare and process the quarterly report for the period ended March 31, 2012, as a result of the following events, which are more fully described in the Current Reports on Form 8-K filed by Registrant on March 23, 2012, and April 26, 2012: (i) the resignation of Registrant’s Chief Financial Officer during the first quarter of 2012, (ii) the appointment of a new Chief Financial Officer during the first quarter of 2012, (iii) the resignation of Registrant’s Chief Executive Officer in the second quarter of 2012, (iv) the appointment of a new Interim Chief Executive Officer in the second quarter of 2012, (v) the resignation of five members of Registrant’s Board of Directors in the second quarter of 2012, (vi) the appointment of five new members of the Registrant’s Board of Directors in the second quarter of 2012, and (vii) the settlement of certain actions brought by a group of Registrant’s shareholders in the second quarter of 2012.

 

 

PART IV—OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Jonathan P. Foster, Chief Financial Officer      800    962-9656

 

     

 

   

 

(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 the 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?    ¨  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.

 

 

 

 

  InfuSystem 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 

        By     

INSTRUCTION: The form may be signed by an executive officer or 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.