UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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SEC FILE NUMBER
0-16423
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NOTIFICATION OF LATE FILING
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CUSIP NUMBER
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(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K
[X] Form 10-Q [_] Form N-SAR [_] Form N-CSR
For Period Ended: September 30, 2006
[_] 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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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
SAN Holdings, Inc.
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(Full Name of Registrant)
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(Former Name if Applicable)
9800 Pyramid Court, Suite 130
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(Address of Principal Executive Office (Street and Number))
Englewood, CO 80112
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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 reasons 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
[X] 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 the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR or N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
SAN Holdings, Inc. (the "Company") has determined that additional time is
required to finalize its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006, and the financial statements for the quarter ended September
30, 2006 required to be included therein (the "Form 10-Q") due to the additional
time required to finalize a calculation relating to the liquidated damages
required to be paid by the Company to certain investors pursuant to a
Registration Rights Agreement, dated and effective as of February 28, 2006 in
connection with a private placement transaction previously disclosed in the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 4, 2006. Despite diligent efforts by the Company, the
Company is not able, without unreasonable effort or expense, to file the Form
10-Q within the prescribed period. The Company expects to file the Form 10-Q
within the five-day extension period.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Robert C. Ogden (303) 660-3933
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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
(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.
SAN Holdings, 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 November 14, 2006 By /s/ Robert C. Ogden
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Robert C. Ogden, Vice President,
Chief Financial Officer and Secretary
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).