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| UNITED STATES FORM 12b-25
NOTIFICATION OF LATE FILING |
| Commission File Number 001-09129 |
NOTIFICATION OF LATE FILING
(Check one): |
| o Form 10-K |
| ý Form 20-F |
| o Form 11-K |
| o Form 10-Q |
| o Form 10-D | |
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| o Form N-SAR |
| o Form N-CSR |
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| For Period Ended: | January 31, 2005 | ||||||||
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| o Transition Report on Form 10-K |
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| o Transition Report on Form 20-F |
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| o Transition Report on Form 11-K |
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| o Transition Report on Form 10-Q |
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| o Transition Report on Form N-SAR |
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| For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type |
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
Xcelera Inc. |
Full Name of Registrant |
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Scandinavia Company Inc. |
Former Name if Applicable |
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20 Avenue De Grande Bretagne |
Address of Principal Executive Office (Street and Number) |
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MC98000 Monaco |
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, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
As previously disclosed, on February 3, 2004, Xcelera Inc. (“Xcelera” or the “Company”) received a letter from the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) containing accounting and legal comments of the staff of the SEC with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended January 31, 2003 (the “2003 Form 20-F”). On April 15, 2004, Xcelera submitted a letter to the SEC containing supplemental information and responses to the SEC comments. The Company received a response from the SEC to the April 15, 2004 letter on November 17, 2004 and expects to reply to that letter in August.
The Company intends that the disclosure set forth in its Annual Report on Form 20-F for the fiscal year ended January 31, 2004 (the “2004 Form 20-F”), as well as in its Annual Report on Form 20-F for the fiscal year ended January 31, 2005 (the “2005 Form 20-F”), including the audited financial statements contained therein, be responsive to the comments received from the SEC and consistent with the amendment to the 2003 Form 20-F to be filed by the Company in response to those comments.
Due to the reasons described above, the Registrant could not have timely filed the 2005 Form 20-F without unreasonable effort or expense, and the 2005 Form 20-F will be filed as soon as practicable after resolving any further SEC comments.
SEC 1344 (03-05) |
| 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. |
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
(1) |
| Name and telephone number of person to contact in regard to this notification: | ||||
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| Michael J. Kugler, Per Johansson, Xcelera, Inc., |
| 203 |
| 622-1606 |
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| (Name) |
| (Area Code) |
| (Telephone Number) |
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(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). | ||||
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| o Yes ý No |
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| Annual Report on Form 20-F for the fiscal year ended January 31, 2004. |
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(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? | ||||
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| ý Yes o No |
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| 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. | ||||
Xcelera 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 | August 2, 2004 |
| By | /s/ Alexander M. Vik | |
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| Name: | Alexander M. Vik |
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| Title: | Chairman of the Board and Chief Executive Officer |
Part IV – Attachment
The Company is unable to state a reasonable estimate of anticipated changes in results of operations as compared to the fiscal year ended January 31, 2004 to be reported in the earnings statements for the fiscal year ended January 31, 2005 because, in connection with the SEC’s ongoing review of the 2003 Form 20-F, the Company has not completed the work required for an audit of its financial statements. Based on information currently available, as of June 30, 2005, the Company estimates that it held a total of approximately $39 million in cash, cash equivalents and marketable securities.
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 |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
