OMB APPROVAL
---------------------
OMB Number: 3235-0058
Expires: March 31, 2006
Estimated average
burden hours per
response .... 2.50
SEC FILE NUMBER
000-30138
CUSIP NUMBER
77316P101
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
[X] Form 10-K or Form 10KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q or Form 10QSB [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: 12/31/2004
[ ] 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:
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
ROCKFORD CORPORATION
--------------------
Full Name of Registrant
N/A
---
Former Name if Applicable
600 SOUTH ROCKFORD DRIVE
------------------------
Address of Principal Executive Office (Street and Number)
TEMPE, ARIZONA 85281
--------------------
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
[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.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Rockford suffered substantial management and staff turnover,
particularly in the general accounting and finance areas, during
the fourth quarter of 2004 and first quarter of 2005. This
turnover caused a loss of operations and process knowledge that
interfered with the preparation of Rockford's annual report to be
filed on Form 10-K.
Because Rockford is a small organization, it did not have
internal staff who were able immediately to take on the vacated
positions. Rockford actively sought to hire appropriate personnel
to replace the lost staff, but this process took time and the new
staff required training in Rockford's operations and process. As
a result, Rockford was not able to compile and complete its
results of operations and other disclosure materials within the
time required to file its annual report by March 31, 2005.
Rockford's annual report and the audit of its financial results
are nearing completion. Rockford expects to file the annual
report during the week beginning April 4, 2005, well before the
15 day extension period allowed by rule 12b-25.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RICHARD G. VASEK 480 967-3565
---------------- --- --------
(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).
[X] Yes [ ] 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
- 2 -
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.
ROCKFORD CORPORATION
--------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: 3/30/2005 By: /s/ Richard G. Vasek
-----------------------------
Richard G. Vasek
Title: Chief Financial Officer
- 3 -
EXPLANATION OF ANTICIPATED CHANGE IN RESULTS OF OPERATIONS
Rockford has not completed the preparation and audit of its results of
operations and is, therefore, not in a position to quantify the change in its
2004 results compared to 2003. Qualitatively, Rockford anticipates that fourth
quarter results for 2004 will be better than 2003, with a slight increase in net
sales and improved results for 2004 at the operating level and at the net income
level.
The improvement in fourth quarter results will only marginally offset
the substantially poorer results Rockford has already reported for the first 3
quarters of 2004 compared to 2003. Consequently, the results reported for the
full year 2004 will be significantly poorer than the results reported for the
full year 2003. The poorer performance will generally result from the operating
problems reported in Rockford's quarterly reports for the first 3 quarters of
2004 and from the consequences of the realignment decisions reported in
Rockford's quarterly report for the 3rd quarter of 2004.
- 4 -