1 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 _________________________ Form 12b-25 Commission File Number 1-13421 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x]Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: July 3, 2004 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this report 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 information relates: - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 2 PART I REGISTRANT INFORMATION Full name of registrant Dan River Inc. -------------------------------------------- Former name if applicable -------------------------------------------- Address of principal executive office (Street and number) 2291 Memorial Drive -------------------------------------------- City, state and zip code Danville, Virginia 24541 -------------------------------------------- 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.) [x] (a) The reasons described below in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [x] (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 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. 3 PART III NARRATIVE State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period. As previously disclosed in the Registrant's Current Report on Form 8-K filed on March 31, 2004, Dan River Inc. filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Georgia (Case No. 04-10990). Due to the timing of the Chapter 11 filing and the additional and critical demands that the Chapter 11 filing placed on the time and attention of senior management of the Registrant, including pre- paration of the Registrant's Statements of Financial Affairs in connection with the Chapter 11 filing, the Registrant has been unable to complete all work necessary to timely file the Registrant's quarterly report on Form 10-Q for the fiscal quarter ended July 3, 2004 without unreasonable effort or expense. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification: Harry L. Goodrich Vice President 434-799-7000 ----------------- ---------------------------- (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 the report(s). [x] Yes [ ] No 4 (3) Is it anticipated that any significant change in the 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 Registrant expects a significant change in the results of operations for the quarter ended July 3, 2004 compared to the quarter ended June 28, 2003. The Registrant expects a net loss of approximately $27.2 million on net sales of approximately $110 million for the quarter ended July 3, 2004 compared to a net loss of $19.4 million on net sales of $116 million for the quarter ended June 28, 2003. Dan River Inc. -------------------------------------------------------------------- (Name of Registrant as Specified on Charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 17, 2004 By: /s/ Barry F. Shea -------------------------- Barry F. Shea Executive Vice President- Chief Financial Officer