Bell Industries Inc /New/ - Notification that Annual Report will be submitted late (NT 10-K)
31 März 2008 - 9:20PM
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SEC FILE NUMBER
001-11471
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
x
Form 10-K
o
Form 20-F
o
Form 11-K
o
Form 10-Q
o
Form N-SAR
For Period Ended: December 31, 2007
o
Transition Report on Form 10-K
o
Transition Report on Form 20-F
o
Transition Report on Form 11-K
o
Transition Report on Form 10-Q
o
Transition Report on Form N-SAR
For the Transition Period Ended:
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
Bell Industries, Inc.
Full Name of Registrant
Former Name if Applicable
8888 Keystone Crossing, Suite 1700
Address of Principal Execution Office
(Street and Number)
Indianapolis, IN 46240
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)
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(a)
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The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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x
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(b)
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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 of
transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountants statement or other exhibit required by Rule
12b-5(c) has been attached if applicable.
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1
PART III NARRATIVE
State below in reasonable detail the reasons why the Form 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
.
In February, 2008, Bell Industries, Inc. (the Registrant) sold substantially all of the
assets of the business related to the Registrants SkyGuard and FleetHawk product lines, which were
part of the Registrants SkyTel division. In addition, on
March 30, 2008, the Registrant entered
into an agreement to sell substantially all of the remaining assets of its SkyTel division. The
Registrant will not be able to file the referenced Form 10-K in a timely manner because the
Registrants management requires additional time to prepare disclosure in relation to the sales of
assets, including reflecting the SkyTel division as an asset held for sale and as a discontinued
operation. The Registrant is unable to eliminate the need for additional time without unreasonable
effort or expense. The Registrant will file such Form 10-K no later than April 14, 2008.
PART IV
OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Kevin J. Thimjon
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317
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704-6000
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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).
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Yes
x
No
o
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(3)
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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?
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Yes
x
No
o
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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.
Explanation
: The Registrant will reflect the SkyTel division, which was acquired on January 31,
2007, as a discontinued operation in its consolidated financial statements. The Registrant expects
to report fourth quarter 2007 revenue of approximately $21.4 million, a decrease of approximately
$6.1 million over the prior year, and a 2007 fourth quarter loss from continuing operations of
approximately $2.5 million, compared to a 2006 fourth quarter loss from continuing operations of
$3.8 million. The Registrant also expects to report fiscal 2007 revenue of approximately $119.9
million compared to $120.3 million for fiscal 2006. The Registrant also expects to report loss from
continuing operations of approximately $9.1 million for fiscal 2007, compared to a loss from
continuing operations of $7.4 million for fiscal 2006. The Registrant is in the process of
determining the final allocations of certain costs (including interest and income taxes) to
discontinued operations, so the loss from continuing operations for fiscal 2007 could change. The
Registrant estimates a loss from discontinued operations, net of income taxes, for fiscal 2007 of
approximately $6.0 million.
2
Bell Industries, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
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March 31, 2008
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By:
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/s/ Kevin J. Thimjon
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Kevin J. Thimjon
President and Chief Financial Officer
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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 representatives
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)
.
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