SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000-21043
Check One):| | Form 10-K | | Form 20-F | | Form 11-K |X| Form 10-Q
For Period Ended: June 30, 2001
[ ] 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: ___________________________________
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:
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PART I - REGISTRANT INFORMATION
Pacific Gateway Exchange, Inc.
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Full Name of Registrant
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Former Name if Applicable
500 Airport Boulevard, Suite 370
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Address of Principal Executive Office (Street and Number)
Burlingame, California 94010
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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)
[X] (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 or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; or the subject quarterly report of 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 the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
On December 29, 2000, Pacific Gateway Exchange, Inc. ("the Company") filed
a voluntary Chapter 11 petition with the U.S. Bankruptcy Court for the
Northern District of California, San Francisco Division. On January 3-4,
2001, five of the Company's U.S. subsidiaries also filed for bankruptcy.
The Company has limited accounting staff at this time and therefore will
not be in a position to make a filing of its Quarterly Report on
Form 10-Q. In addition, the Company's lenders have declined to advance the
funds necessary for the Company to prepare and file its Annual Report on Form
10-K for the year ended December 31, 2000 or its Form 10-Q Quarterly Reports
for the quarters ended March 31, 2001 and June 30, 2001. Without such an
advance, the Company will not be able to complete and file such reports.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
David M. Davis 650 347-7489
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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 answer is no, identify report(s).
| |Yes |X|No
The Company has not filed its Annual Report on Form 10-K for the
year ended December 31, 2000 or its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001.
(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
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.
The Company will have significant declines in revenue as compared to the prior
year. The Company's only revenues are from its Russian operations and limited
commissions from its IECom operations. The Company is unable to give any
further quantitative estimate of its results for the quarter ended June 30, 2001
at this time. The Company's debtor in possession credit facility is now
operating under month to month extensions granted by the Company's lenders in
their discretion.
Pacific Gateway Exchange, 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
hereunto duly authorized.
Date: August 13, 2001 By: /s/ David M. Davis
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David M. Davis, Chief Financial Officer
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
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington D.C. 20549, in accordance with
Rule 0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a
matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25
but need not restate information that has been correctly furnished.
The form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time
period prescribed due to difficulties in electronic filing should
comply with either Rule 201 or Rule 202 of Regulation S-T
(Sections.232.201 or Sections 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Sections 232.13(b) of this chapter).
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