UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
000-55184
Commission File Number
(Check one): | ¨ Form 10-K | ¨ Form 20-F | ¨ Form 11-K | x Form 10-Q | ¨ Form 10-D | |||||
¨ Form N-SAR | ¨ Form N-CSR | |||||||||
For Period Ended: | June 30, 2016 | |||||||||
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¨ 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: | ||||||||||
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Read Instructions (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
Northern Power Systems Corp. |
Full Name of Registrant |
Wind Power Holdings, Inc. |
Former Name if Applicable |
29 Pitman Road |
Address of Principal Executive Office (Street and Number) |
Barre, VT 05641 |
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, 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-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.
Northern Power Systems Corp. (the “Company”) has determined that it is unable to file its quarterly report on Form 10-Q for the quarter ended June 30, 2016 within the prescribed time period without unreasonable effort or expense.
As announced on May 24, 2016, based on the recommendation of its Audit Committee, the Company determined that it needed to restate its fiscal results for 2013 and 2014, as well as its quarterly results for the first three quarters of 2015 due to an error in the timing of recognizing revenue for certain overseas transactions. Such determination resulted in a delay by the Company in filing its Annual Financial Report on Form 10-K for the fiscal year ending December 31, 2015 (“2015 Form 10-K”), and its Interim Financial Report on Form 10-Q for the quarter ending March 31, 2016 (Q1 Form 10-Q”). The Company filed its 2015 Form 10-K on July 25, 2016, and is diligently working with its auditors to complete and file its Q1 Form 10-Q.
At this time, based on the delays in filing its 2015 Form 10-K and Q1 Form 10-Q, the Company does not believe that it will be in a position to file its Interim Financial Report on Form 10-Q for the quarter ended June 30, 2016 (“Q2 Form 10-Q”) within the extension period provided by Rule 12b-25. The Company is working diligently with its auditors, and will file as soon as it is able.
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Ciel R. Caldwell | 617 | 871-6071 | ||
(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). |
Form 10-Q for the quarter ended March 31, 2016 | ¨ Yes x 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.
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding Northern Power Systems and its business, which may include, but is not limited to, product and financial performance, regulatory developments, supplier performance, anticipated opportunity and trends for growth in our customer base and our overall business, our market opportunity, expansion into new markets, and execution of the company’s growth strategy. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”,
“is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of Northern Power Systems. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the wind power industry; production, performance and acceptance of the company’s products; our sales cycle; our ability to convert backlog into revenue; performance by the company’s suppliers; our ability to maintain successful relationships with our partners and to enter into new partner relationships; our performance internationally; currency fluctuations; economic factors; competition; the equity markets generally; and the other risks detailed in Northern Power Systems’ risk factors discussed in filings with the U.S. Securities and Exchange Commission (the “SEC”), including but not limited to Northern Power Systems’ Annual Report on Form 10-K filed on July 25, 2016, as well as other documents that may be filed by Northern Power Systems from time to time with the SEC. Although Northern Power Systems has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Northern Power Systems undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Northern Power Systems Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date August 15, 2016 | By | /s/ Ciel R. Caldwell | ||||
Ciel R. Caldwell President and Chief Operating 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).