UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING | OMB APPROVAL | |||||||||||
OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response 2.50 | ||||||||||||
SEC FILE NUMBER | ||||||||||||
000-50450 | ||||||||||||
CUSIP NUMBER | ||||||||||||
683707103 |
(Check one): | ||||||||||||
For Period Ended: | February 28, 2009 | |||||||||||
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 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:
PART I — REGISTRANT INFORMATION
Applied Solar, Inc.
Full Name of Registrant:
Former Name if Applicable:
3560 Dunhill Street
Address of Principal Executive Office (Street and Number)
San Diego, California 92121
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 reasons 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-KSB, 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. (Attach extra Sheets if Needed)
The Company could not complete the filing of its Quarterly Report on Form 10-Q for the quarter ended February 28, 2009 due to a delay in verifying the accuracy of certain account balances to be included in the Company's Form 10-Q, a delay which could not be eliminated by the Company without unreasonable effort and expense. The Company intends to file its Quarterly Report on Form 10-Q as soon as practicable after the completion of the review by its officers and directors and independent auditors.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Aidan H. Shields | 858 | 909-4080 | |||
(Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 of 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). Yes x No o
(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 o
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 needs more time to ensure that certain material non-cash fair value measurements included in the Company’s financial statements are in compliance with the accounting principles generally accepted in the United States of America.
There may be additional adjustments to the anticipated results as the Company completes its work on the financial statements.
APPLIED SOLAR, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS - unaudited
(In thousands, except per share data)
Three Months Ended February 28, 2009 | Three Months Ended February 29, 2008 | Nine Months Ended February 28, 2009 | Nine Months Ended February 29, 2008 | |||||||||||||
Revenues, net | $ | 1,293 | $ | 2,746 | $ | 3,719 | $ | 5,619 | ||||||||
Cost of sales | 1,414 | 4,438 | 5,452 | 9,664 | ||||||||||||
Gross loss | (121 | ) | (1,692 | ) | (1,733 | ) | (4,045 | ) | ||||||||
Operating (income) expenses | ||||||||||||||||
Selling, general and administrative | 2,785 | 4,663 | 13,378 | 14,653 | ||||||||||||
Research and development | 261 | 58 | 319 | 223 | ||||||||||||
Restructuring costs | - | 722 | - | 722 | ||||||||||||
Total operating (income) expenses | 3,046 | 5,443 | 13,697 | 15,598 | ||||||||||||
Income/loss from operations | (3,167 | ) | (7,135 | ) | (15,430 | ) | (19,643 | ) | ||||||||
Other income (expense) | ||||||||||||||||
Interest income | 11 | 156 | 18 | 294 | ||||||||||||
Interest expense | (2,127 | ) | (2,704 | ) | (25,638 | ) | (10,804 | ) | ||||||||
Other income and expense | 431 | 168 | 322 | 214 | ||||||||||||
Loss on foreign exchange | 6 | - | 8 | (69 | ) | |||||||||||
Total other expense | (1,679 | ) | (2,380 | ) | (25,290 | ) | (10,365 | ) | ||||||||
Loss before income tax benefit | (4,846 | ) | (9,515 | ) | (40,720 | ) | (30,008 | ) | ||||||||
Income tax benefit | 490 | 581 | 960 | 1,781 | ||||||||||||
Net loss | $ | (4,356 | ) | $ | (8,934 | ) | $ | (39,760 | ) | $ | (28,227 | ) |
Applied Solar, 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 | April 15, 2009 | By | /s/ Aidan H. Shields Chief Financial Officer |