- Notification that Annual Report will be submitted late (NT 10-K)
02 Februar 2009 - 8:37PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check
one):
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x
Form 10-K
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o
Form 20-F
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o
Form 11-K
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o
Form 10-Q
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o
Form 10-D
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o
Form N-SAR
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o
Form N-CSR
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For Period
Ended:
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November 1, 2008
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the
Transition Period Ended:
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Read Instructions (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.
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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
WESTAFF,
INC.
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Full Name of
Registrant
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N/A
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Former Name if
Applicable
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298 N.
WIGET LANE,
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Address of
Principal Executive Office
(Street and
Number)
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WALNUT
CREEK, CA 94598
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City, State and
Zip Code
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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 reason
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 or
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-25(c) has been
attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10
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K, 20
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F, 11
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K, 10
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Q, 10
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D, N
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SAR, N
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CSR, or the transition
report or
portion
thereof, could not be filed within the prescribed time period.
As disclosed on the
registrants Current Report on Form 8-K filed on February 2, 2009, the
registrant entered into an Agreement and Plan of Merger with Koosharem
Corporation and Select Merger Sub Inc. (the Merger Agreement). The registrant
is unable to file its Annual Report on Form 10-K for the fiscal year ended
November 1, 2008 (the 2008 Form 10-K) without unreasonable effort or expense
because, among other things, the due diligence process and negotiations related
to the Merger Agreement diverted significant staff resources and time from the
registrants normal process of reviewing and completing the 2008 Form 10-K. The
registrant is currently in the process of receiving and reviewing certain
financial information necessary to finalize the 2008 Form 10-K and the
consolidated financial statements included therein. The registrant and its
independent accountants are working to complete the 2008 Form 10-K as
expeditiously as possible. The registrant expects to file the 2008 Form 10-K on
or before the fifteenth calendar day following the prescribed due date.
(Attach extra
Sheets if Needed)
PART IV OTHER INFORMATION
(1)
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Name and
telephone number of person to contact in regard to this notification
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CHRISTA C. LEONARD
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925
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951-4011
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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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x
Yes
o
No
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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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x
Yes
o
No
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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.
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The registrant
expects to report revenue for fiscal year 2008 of $324.5 million, representing
a decrease of approximately $115.3 million, or approximately 26.2%, compared to
the revenue for fiscal year 2007. The registrant expects to report an operating
loss from continuing operations for fiscal year 2008 of $24.9 million,
representing an increase of approximately $19.4 million, or approximately
352.7%, compared to the operating loss from continuing operations in fiscal year
2007. The registrant expects to report a net loss for fiscal year 2008 of
approximately $46.3 million, representing an increase of approximately $44.4
million, or approximately 2,293.6%, compared to the net loss for fiscal year 2007.
The registrant believes the increase in net loss in fiscal year 2008 compared
to fiscal year 2007 is primarily due to the establishment of a valuation
allowance of approximately $23.2 million against the registrants deferred tax
assets in the second quarter of fiscal year 2008, the recording of a
pre-tax, non-cash charge of approximately $11.5 million in the third quarter of
fiscal year 2008 related to the impairment of intangible assets and goodwill of
the U.S. operations and the decline in revenues. The foregoing results are
estimates and are subject to change.
Certain
statements contained in this Form 12b-25 are forward-looking statements and are
identified by words such as expect, believe, estimate, or other similar
expressions, including statements regarding the registrants expectations
regarding the completion of the 2008 Form 10-K, the timing of the filing of the
2008 Form 10-K and the results of operations to be reported. The registrant
intends these forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to
risks, uncertainties and assumptions often beyond the registrants control,
including the risk that
additional staff resources and time may be needed to complete and file
the 2008 Form 10-K and other risks described in
the Risk Factors sections
in the registrants reports and documents filed with the SEC. Actual results may differ materially
from anticipated results described in these forward-looking statements. In
addition to causing the registrants actual results to differ, the factors
referred to above may cause the registrants intentions to change from those
statements of intention set forth in this Form 12b-25. Such changes in the
registrants intentions may cause the registrants results to differ. The
registrants intentions could change at any time and without notice based upon
changes in such factors, the registrants assumptions or otherwise. Except as
required by applicable law, the registrant does not intend and undertakes no
obligation to update publicly any forward-looking statements, whether as
a result of new information, future events or otherwise. Given the
uncertainties and risk factors that could cause the registrants actual results
to differ materially from those contained in any forward-looking statement, readers
should not place undue reliance upon forward-looking statements and should
carefully consider these risks and uncertainties.
WESTAFF, INC.
(Name of Registrant as
Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.
Date
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February 2, 2009
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By
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/s/ CHRISTA C.
LEONARD
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CHRISTA C.
LEONARD
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SENIOR VICE
PRESIDENT AND CHIEF FINANCIAL
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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.
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ATTENTION
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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