U.S. SECURITIES AND EXCHANGE
COMMISSION WASHINGTON,
D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(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: March 31, 2007
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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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:.
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Part I - Registrant Information
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Wellco Enterprises, Inc..
Full Name of Registrant
Former Name if Applicable
150 Westwood Circle
Address of Principal Executive Office (street and number)
Waynesville, North Carolina 28786
City, State and Zip Code
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Part II- Rules 12b-25(b) and (c)
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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;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K, Form
X 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.
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Part III - Narrative
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The registrant is unable to timely file its Quarterly Report on Form
10-Q for the period ended March 31, 2007 (the "Form 10-Q") as a result of
contemporaneous conflicting time demands made on corporate accounting staff in
connection with the anticipated consummation of the Agreement and Plan of Merger
between the Registrant and Wasatch Boot Holdings, Inc. and Wasatch Merger Sub,
Inc. The Agreement and Plan of Merger was approved by a vote of the registrant's
shareholders at a special meeting of shareholders held on May 9, 2007. Upon
completion of the merger contemplated by the Agreement and Plan of Merger, each
issued and outstanding share of the registrant's common stock will be converted
into the right to receive $14.00 in cash.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification:
Tammy Francis. (828) 456-3545 ext. 159
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(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).
X 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?
X Yes No
The registrant anticipates that the Form 10-Q will report a net loss of
approximately $546,000 for the three months ended March 31, 2007, compared to
net income of $162,000 for the three months ended April 1, 2006. The results for
the 2007 period include pre-tax merger costs of approximately $450,000. In
addition, the registrant anticipates that the Form 10-Q will report a net loss
of approximately $1,173,000 for the nine months ended March 31, 2007, compared
to a net loss of $259,000 for the nine months ended April 1, 2006. The results
for the 2007 period include pre-tax merger costs of approximately $585,000.
* * *
Wellco Enterprises, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 15, 2007 By: Wellco Enterprises, Inc.
By: /s/ Tammy Francis
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Tammy Francis, Vice President of
Finance and Treasurer (Chief
Financial Officer)
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