SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2006
----------------
International Thoroughbred Breeders, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-9624 22-2332039
- ---------------------------- --------------- -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Suite 1300, 1105 N. Market St., PO Box 8985, Wilmington, Delaware, 19899-8985
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (302) 427-7599
--------------
NOT APPLICABLE
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-14(c))
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
Item 8.01 Other Events.
On February 1, 2006, International Thoroughbred Breeders, Inc. ("Company")
indefinitely suspended operations of its vessel the "Big Easy" until further
notice and released Big Easy employees so as to permit them to receive
unemployment benefits and conserve operating capital for the Company.
The Company had requested an extension from the United States Coast Guard to
complete the installation of bulkhead insulation on-board the vessel because the
contractor doing the work was unavailable until mid-February 2006. However, the
Coast Guard denied the request. As a result, the Coast Guard has removed the
vessel's Certificate of Inspection until the installation is completed. In order
to re-commence operations, the Company will be required to complete the
installation of a bulkhead insulation on-board the vessel. The Company expects
that work to be completed this month.
Furthermore, the Coast Guard requires that each person working on-board a United
States-flagged vessel such as Big Easy be issued a Merchant Marine Card. In the
Company's experience, the normal turnaround for these applications had been less
than six weeks. However, at present, approximately 100 applications remain
unapproved twelve weeks or longer following submission. Due to this unforeseen
delay, a significant number of the Company's personnel was unable to obtain
Merchant Marine Cards, which resulted in a lack of staffing to meet minimum
muster requirements for its cruises of the Big Easy.
The Company believes the Big Easy's operating results since its launch have been
adversely affected due to a variety of factors, including unforeseen delays in
obtaining vessel certification, inability to obtain the required certifications
for its personnel from the U.S. Coast Guard, and the occurrence of Hurricane
Wilma, which devastated the region in which the Big Easy operates.
The February 1, 2006 Coast Guard decision, coupled with an inadequate number of
personnel due to Coast Guard administrative delays, is the latest in a series of
unforeseen business circumstances which have limited management's ability to
introduce the Big Easy to the market and necessitated the suspension of Big Easy
commercial cruise operations indefinitely.
The Company intends to explore all its options including changing the Big Easy
from a U.S. to a foreign flag vessel which would require less administrative
dependency on the U. S. Coast Guard. Relocation of the Big Easy to a new
domestic or foreign port will also be explored.
The foregoing actions will not affect the Palm Beach Princess, which will
continue full service.
The Company has made forward-looking statements in this Form 8-K, including the
information concerning possible or assumed future results of our operations and
those preceded by, followed by or that include words such as "should,"
"anticipates," "believes," "expects," "intends" or similar expressions. For
those statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
You should understand that the following important factors, in addition to those
discussed elsewhere in the Company's SEC filings, including its most recent Form
10-K, could affect its future results and could cause those results to differ
materially from those expressed in the forward-looking statements: (a) the
Company's ability to complete the bulkhead installation in a
1
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
timely fashion, (b) the Company's ability to obtain Merchant Marine Cards in the
future, (c) the success of a re-launch of the Big Easy, and (d) the Company's
ability to change the flag of the vessel and benefits that would arise from such
change.
[THE SIGNATURE PAGE FOLLOWS.]
2
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
INTERNATIONAL THOROUGHBRED
BREEDERS, INC.
By:/s/Francis W. Murray
-----------------------------------------
Francis W. Murray
President, Chief Executive Officer and
Treasurer
Date: February 3, 2006
----------------
3