UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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AMENDMENT NO. 1 TO

FORM 12b-25

ORIGINALLY FILED JUNE 29, 2004

 

Commission File Number 0-13617

 

NOTIFICATION OF LATE FILING

 

(Check One):		¨ Form 10-K		¨ Form 20-F		x Form 11-K		¨ Form 10-Q
		¨ Form N-SAR		¨ Form N-CSR

 

For Period Ended: December 31, 2003

 

¨ Transition Report on Form 10-K		¨ Transition Report on Form 10-Q
¨ Transition Report on Form 20-F		¨ Transition Report on Form N-SAR
¨ Transition Report on Form 11-K

 

For the Transition Period Ended:                         

 

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: Lifeline Systems, Inc.

Former name if applicable: Not applicable.

Address of principal executive office (Street and number): 111 Lawrence Street

City, state and zip code: Framingham, Massachusetts 01702-8156

 

PART II

RULE 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;

 

(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 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.

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PART III

NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant is unable to file its Annual Report on Form 11-K because it has not yet received from the Custodian for the Lifeline Employees’ Savings and Investment Plan (the “Plan”), all of the information necessary to enable the Registrant to prepare the Plan’s financial statements.

 

PART IV

OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification: Ronald Feinstein, Chief Executive Officer (508) 988-1300.

 

(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.

 

Not applicable.

 

Lifeline Systems, 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 July 14, 2004

By:    /s/    Mark G. Beucler            

        Name: Mark G. Beucler

        Title: Chief Financial Officer