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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 000-10120
CUSIP NUMBER:____________
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 2001
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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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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
Full Name of Registrant FAFCO, INC.
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Former Name if Applicable N/A
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Address of Principal Executive Office (Street and Number): 435 Otterson Drive
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City, State and Zip Code: Chico, California 95928-8207
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12-b-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 reasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-KSB, Form 20-F, 11-K, or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report of transition report on Form 10-QSB,
or portion thereof will be filed on or before the fifteenth 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-KSB, 11-K,
10-QSB, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed)
During the fiscal year ended December 31, 2000 (the "Last Fiscal
Year"), we completed a relocation of our corporate offices from the San
Francisco Bay Area to Chico, California. As a result of the relocation, all
members of our accounting staff terminated their employment with us. Because of
the difficulties we encountered in recruiting qualified individuals to replace
our accounting staff, the completion of our financial statements for the Last
Fiscal Year, and the audit of such financial statements, were delayed. This
delay, along with additional difficulties encountered with timely completion of
our quarterly financial review process, have made it impossible to file our
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2001 and
June 30, 2001 on a timely basis. We are currently working diligently to complete
and file such reports at the earliest practicable date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Nancy Garvin (530) 332-2100
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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). [ ] Yes [ x ] No
As indicated above, the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2001 has not yet been filed.
(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 [ x ] 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.
FAFCO, 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
hereunto duly authorized.
Date: August 15, 2001 By: /s/ ALEX WATT
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Alex Watt, Executive Vice President
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.
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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 (Sections 232.201 or 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).