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| SEC FILE NUMBER | |
| 0-28252 | |
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| CUSIP NUMBER | |
| 111412 10 2 | |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): | | o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR |
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| | For Period Ended: | | September 30, 2006 |
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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 Instruction (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
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
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)
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| | (a) | | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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| | (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 |
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| | | (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.
We have been unable to complete our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 within the prescribed timeframe and do not currently anticipate that we will be able to file it on or before the fifth calendar day following the prescribed due date. As previously reported, the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2005 was delayed until June 9, 2006 due primarily to certain complex accounting issues and the delay in the year-end audit, and the filing of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006 was delayed until August 10, 2006 and September 25, 2006, respectively, due to these same factors, as well as personnel shortages in our accounting and finance organization that were exacerbated by the resignation of our Chief Financial Officer in June 2006. Our personnel also lacked certain required skills and competencies to oversee the accounting operations and perform certain important control functions. These factors, together with the change of our independent registered accounting firm announced on October 18, 2006, have resulted in our inability to complete our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 within the prescribed timeframe.
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