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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER 0-23054
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
For Period Ended: DECEMBER 31, 2000
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For 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.
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
Full Name of Registrant: HAMILTON BANCORP INC.
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Former Name if Applicable:
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Address of Principal Executive Office (Street and Number): 3750 N.W. 87 AVENUE
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City, State and Zip Code: MIAMI, FLORIDA 33178
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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 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, 10-KSB, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or portion thereof could not be filed within the
prescribed time period.
SEE ATTACHMENT HERETO
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
LUCIOUS T. HARRIS,
CHIEF FINANCIAL OFFICER (305) 717-5614
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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 the report(s):
[X] Yes(1) [ ] 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
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.
SEE ATTACHMENT HERETO
HAMILTON BANCORP 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: April 3, 2001 By: /s/ LUCIOUS T. HARRIS
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Name: Lucious T. Harris
Title: Chief Financial Officer
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(1) The Company's independent accountants have not yet completed their review
of the Form 10-Q for the quarter ended September 30, 2000.
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ATTACHMENT TO FORM 12B-25
FORM 10-K FOR THE ANNUAL PERIOD ENDED DECEMBER 31, 2000
PART III - NARRATIVE
The Registrant is unable to file its Annual Report on Form 10-K for the year
ended December 31, 2000 (the "Form 10-K") because the Registrant has received
comments from the SEC to its December 31, 1998 and 1999 Annual Reports on Form
10-K, as well as its quarterly reports on Form 10-Q in 1998, 1999 and 2000. As a
result of these comments, the Registrant is working to complete a review of
these previously filed reports and the financial statements included therein. In
addition, the Registrant's Audit Committee and its auditors recently received an
amendment to a report from independent counsel relating to facts underlying
certain transactions. Review of the report must be completed prior to filing the
Form 10-K.
The Form 10-K will be filed as soon as reasonably practicable and in no event
later than the fifteenth calendar day following the prescribed due date.
PART IV - OTHER INFORMATION
The open issues in the review primarily relate to differences between provisions
and allowances for credit losses reported in the Registrant's financial
statements for the year ended December 31, 1999 and for the interim periods in
year 2000, and provisions and allowances reported in Hamilton Bank's regulatory
reports. For the years ended December 31, 1999 and December 31, 2000, provisions
for credit losses recorded in Hamilton Bank's regulatory reports exceeded the
provisions recorded in the financial statements by approximately $32.7 million
($20.6 million, net of tax) and $4.2 million ($2.6 million, net of tax),
respectively. The Registrant is seeking to answer the remaining questions of the
SEC staff and expects that any revisions to its previously filed financial
statements that could result from the review would be resolved and filed prior
to the completion of the Form 10-K.
The Registrant cannot complete its analysis of the impact of the SEC comments on
the fourth quarter of 2000 until the open issues of the SEC are resolved. Based
on information currently available, the Registrant expects to report net income
for the quarter ended December 31, 2000 of approximately $2 - $4 million, or
$.20 - $.40 per diluted share.