| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 | ||||
| SEC File Number: 333-123711 CUSIP Number: 92275PAB5 | ||||
| NOTIFICATION OF LATE FILING | ||||
(Check one): | ý Form 10-K | o Form 20-F | o Form 11-K | o Form 10-Q | o Form N-SAR | o Form N-CSR | ||||||
| For Period Ended: | December 31, 2005 | |||||||||||
| 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: | ||||||||||||
| 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 | ||||||||||||
Venoco, Inc. Full Name of Registrant | ||||||||||||
Former Name if Applicable | ||||||||||||
370 17th Street, Suite 2950 Address of Principal Executive Office (Street and Number) | ||||||||||||
Denver, Colorado 80202-1370 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; | |||
| ý | (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. |
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.
As disclosed in the registrant's Current Report on Form 8-K filed on April 3, 2006, the registrant completed its acquisition of TexCal Energy (LP) LLC, a Delaware limited liability company, on March 31, 2006. Because the closing of the acquisition occurred on the last day of the prescribed time period, the registrant was unable to update fully the subject report to include appropriate disclosure regarding the acquisition within such period.
| (Attach extra Sheets if Needed) | ||
SEC 1344 (07-03) | 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. | |
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | |||||
| David Christofferson (Name) | (303) (Area Code) | 626-8302 (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). | |||||
ý 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? | |||||
| ý 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. | ||||||
| Venoco, Inc. expects to report that its oil and natural gas sales increased approximately 37% for the year ended December 31, 2005 relative to the same period in 2004. The company expects to report net income of approximately $16.1 million for 2005 compared to net income of $23.5 million in 2004. The net income expected to be reported for 2005 includes the effects of a $34.7 million (pre-tax) unrealized loss on certain commodity derivative contracts that do not qualify for hedge accounting in accordance with SFAS 133 compared to a $1.1 million pre-tax unrealized loss on certain commodity derivative contracts in 2004. | ||||||
| Venoco, 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 3, 2006 | By: | /s/ DAVID B. CHRISTOFFERSON | |||
| Name: David B. Christofferson 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).