(Check One): ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING | |||
| SEC FILE NUMBER: 000-50994 | ||||
| CUSIP NUMBER: 090657107 | ||||
| For Period Ended: December 31, 2005 | ||
| ¨ 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: Not Applicable | ||
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: Not Applicable
PART I
REGISTRANT INFORMATION
BioProgress PLC
Full Name of Registrant
N/A
Former Name if Applicable
15-17 Cambridge Science Park
Address of Principal Executive Office (Street and Number)
Milton Road, Cambridge CB4 0FQ, United Kingdom
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.)
x | (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 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 the reasons 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.
On May 2, 2006, the Registrant announced the resignation of Mr. Dan Farrow as Finance Director. On June 15, 2006, the Registrant announced the appointment of Mr. Peter Keen as Finance Director with effect from July 3, 2006. The Registrant also subsequently appointed a Financial Controller.
In consideration of the recent changes in the Registrant’s Finance Director and the recent appointment of a Financial Controller, the Registrant’s management has been unable to complete an appropriate review of the financial and other information necessary to be included in the Annual Report on Form 20-F for the fiscal year ended December 31, 2005 (the “2005 Form 20-F”).
The Registrant is also in the process of responding to comments received from the U.S. Securities and Exchange Commission in connection with the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004 (the “2004 Form 20-F”) and requires additional time to ensure that the 2005 Form 20-F will be consistent with the amended 2004 Form 20-F.
As a result of the foregoing circumstances, the Registrant is unable to provide the information required by the 2005 Form 20-F within the prescribed time period without unreasonable effort or expense. The Registrant anticipates filing its 2005 Form 20-F no later than the end of the 15-day extension period provided by Rule 12b-25(b)(2)(ii).
PART IV
OTHER INFORMATION
| (1) | Name and telephone number of the person to contact in regard to this notification |
Georgina Godby | +44.1223.394250 | |
| (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 ¨ No |
| (3) | Is it anticipated that any significant change in results of operation for 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.
BioProgress PLC
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 29, 2006 | By | /s/ Richard Trevillion
| ||
Richard Trevillion | ||||
Chief Executive Officer |
