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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
WASHINGTON, D.C. 20549 OMB NUMBER: 3235-0058
EXPIRES: MARCH 31, 2006
FORM 12b-25 ESTIMATED AVERAGE BURDEN
SEC FILE NUMBER HOURS PER RESPONSE .... 2.50
NOTIFICATION OF LATE FILING 06-1311266 -----------------------------
(CHECK ONE): /X/Form 10-K / /Form 20-F / / Form 11-K / /Form 10-Q / /Form N-SAR / /Form N-CSR
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For Period Ended: December 29, 2004
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/ / 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:
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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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
Bertucci's Corporation
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Full Name of Registrant
N/A
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Former Name if Applicable
155 Otis Street
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Address of Principal Executive Office (STREET AND NUMBER)
Northborough MA 01532
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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)
(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
/X/ 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.
As disclosed in the Company's Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on March 16, 2005, following a review of the Company's
methods of accounting for leases and leasehold improvements, the Company's
Audit Committee, in consultation with Deloitte & Touche, LLP, its independent
registered public accounting firm, determined that: (1) the Company needs to
restate its financial statements (the "Financial Statements") for fiscal
years 2002 through 2003 and the first three quarters of 2004 (the "Subject
Periods"); and (2) the Financial Statements and the related independent
auditor's reports contained in the Company's prior filings with the SEC
relating to the Subject Periods should no longer be relied upon. The Company
will be unable to file its Form 10-K for the fiscal year ended December 29,
2004 (the "Form 10-K") within the prescribed period without unreasonable
effort or expense because the review of this matter is continuing and the
audited financial results for the Company relating to the Subject Periods
will not be completed in time to allow the Company to file the Form 10-K by
the required date. The Form 10-K will be filed on or before the fifteenth
calendar day following the prescribed due date for the Form 10-K.
SEC 1344 (07-03) PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David G. Lloyd, CFO 508 351-2500
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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).
/X/ Yes / / No
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(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.
(*) As described above, the Company's Audit Committee, in consultation with
Deloitte & Touche, LLP, has determined that the Company's financial
statements for the Subject Periods will require restatement. The Company is
continuing its review, but additional time will be needed for the Company to
prepare and complete the restatement of the Financial Statements and other
disclosures required for the Form 10-K. Until the restatement of the
Financial Statements is prepared and completed, the Company cannot accurately
explain such changes either in a narrative or quantitatively.
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Bertucci's Corporation
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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 March 29, 2005 By /s/ David G. Lloyd
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David G. Lloyd CFO
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 (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).