UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 001-35094
CUSIP Number: 784109209
NOTIFICATION OF LATE FILING
(Check One): T Form 10-K £ Form 20-F £ Form 11-K £ Form 10-Q £ Form 10-D £ Form N-SAR £ Form N-CSR
For Period Ended: June 30, 2013
£ Transition Report on Form 10-K | £ Transition Report on Form 10-Q |
£ Transition Report on Form 20-F | £ Transition Report on Form N-SAR |
£ Transition Report on Form 11-K |
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: Part III of Form 10-K
PART I
REGISTRANT INFORMATION
Full Name of Registrant: | SED International Holdings, Inc. |
Former Name if Applicable: |
Address of Principal Executive Office (Street and Number): | 3505 Newpoint Place, Suite 450 |
City, State and Zip Code: | Lawrenceville, Georgia 30043 |
PART II
RULE 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; | |
T | (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.
On September 30, 2013, SED International Holdings, Inc. (the “Company”), filed its Annual Report on Form 10-K for its fiscal year ended June 30, 2013, incorporating the information required by Part III of Form 10-K (the “Part III information”) by reference to the Company’s Proxy Statement with respect to its 2013 Annual Meeting of Shareholders (the “Proxy Statement”), which was intended to be filed with the Securities and Exchange Commission within 120 days after the Company’s fiscal year-end.
On October 17, 2013, each member of the Board of Directors of the Company resigned and a new Board of Directors was appointed. Subsequently, new management replaced the Company’s then current management. The new management is in the process of analyzing the Company’s financial statements and other information regarding the Company. Accordingly, the Proxy Statement will not be filed within 120 days after the fiscal year-end. In addition, as a result of these board and management changes, the Company is unable to file the Part III information on a Form 10-K/A within 120 days after the Company’s fiscal year-end (that is, by 5:30 P.M., Eastern Time, on October 28, 2013, which is the due date for such report).
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Stephen M. Dexter | (770) | 243-1200 |
(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 the answer is no, identify report(s).
T Yes £ 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 £ 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.
New management is reviewing the Company’s financial statements.
SED International Holdings, Inc. | ||
(Name of Registrant as Specified in Charter) |
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 28, 2013 | By: | /s/ Stephen M. Dexter |
Chief Financial Officer |