UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER: 333-7172-01
NOTIFICATION OF LATE FILING
(Check one): [ ]Form 10-K [X]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form 10-D
[ ]Form N-SAR [ ]Form N-CSR
For Period Ended: December 31, 2004
[ ]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:
- --------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
CEZ, a. s.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
CEZ, a. s., Duhova 2/1444
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
140 53 Prague 4, Czech Republic
- --------------------------------------------------------------------------------
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)
(a) The reason 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, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
[X] 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.
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 prepare our primary financial statements in accordance with International
Financial Reporting Standards ("IFRS") and for the purposes of our Annual
Reports on Form 20-F we provide a reconciliation of certain financial
information into U.S. Generally Accepted Accounting Principles ("U.S. GAAP").
Based on consultations with our auditor during the audit of our IFRS financial
statements for 2003, we applied a certain method of accounting for acquisitions
from the Czech government that we made in fiscal year 2003. For the purposes of
our Annual Report on Form 20-F for fiscal year 2003 our auditor agreed with the
U.S. GAAP reconciliation based on such accounting treatment.
In the course of reviewing the U.S. GAAP reconciliation for the purposes of our
Annual Report on Form 20-F for fiscal year 2004, our auditor informed us on June
27, 2005 that for U.S. GAAP purposes, since these acquisitions were a
combination of companies under common control, we should include the
pre-combination operations of these entities in our consolidated financial
statements for all periods presented, in a manner similar to a "pooling of
interests." As a result, we need to gather the necessary financial statement
data to amend our previously reported U.S. GAAP financial information for fiscal
years 2002 and 2003 and Ernst & Young is unable to issue an unqualified opinion
at this time with respect to the financial statements to be included in Form
20-F for fiscal year 2004 due to the required amendment of the U.S. GAAP
reconciliation regarding fiscal years 2002 and 2003. We will not be able to
address this issue by June 30, 2005 without unreasonable effort and expense, and
thus we seek an extension of the filing deadline for our Annual Report on Form
20-F for fiscal year 2004.
In connection with this Form 12b-25, we furnish on Form 6-K our audited
consolidated financial statements prepared in accordance with IFRS and current
draft of our Annual Report on Form 20-F for fiscal year 2004 (omitting U.S. GAAP
reconciliation, Item 18 and exhibits).
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jaroslav Suk (+420) 602 215 856
- ---------------------------- ----------- -------------------------------
(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 [ ]
- --------------------------------------------------------------------------------
(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 ?
Yes [ ] No [X]
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.
- --------------------------------------------------------------------------------
CEZ, a. s.
----------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 30, 2005
By: /s/ Martin Roman By: /s/ Petr Voboril
------------------------ -----------------------
Name: Martin Roman Name: Petr Voboril
Title: Chief Executive Officer Title: Chief Financial
Officer
2
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 reports within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this
chapter).
3