UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER: 001-37589
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☐ Form 10-K ☐ Form 20-F
☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-SAR
☐ Form N-CSR
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For Period Ended: March 31,
2022 |
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☐ Transition Report on
Form 10-K |
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☐ Transition Report on
Form 20-F |
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☐ Transition Report on
Form 11-K |
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☐ Transition Report on
Form 10-Q |
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☐ Transition Report on Form
N-SAR |
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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
Armstrong Flooring, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
1770 Hempstead Road,
Address of Principal Executive Office (Street and
Number)
Lancaster, Pennsylvania 17605
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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☐ |
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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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(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 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time
period.
Armstrong Flooring, Inc. (the “Company”) was unable to file its
Quarterly Report on Form 10-Q for the period ended
March 31, 2022 (the “Form 10-Q”) by the May 10, 2022 due
date as a result of the demands on resources and uncertainty
associated with its previously announced filing for relief under
chapter 11 of title 11 of the United States Code (the “Bankruptcy
Code”). As previously reported, on May 8, 2022, the Company
and certain of its subsidiaries (collectively, the “Debtors”) filed
voluntary petitions for relief under the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (the
“Court”). The Debtors have filed a motion with the Court seeking
joint administration of their chapter 11 cases (the “Chapter 11
Cases”) pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy
Procedure under the caption In re Armstrong Flooring, Inc., et
al. (Case No. 22-10426).
Although the Company’s management has been working diligently to
complete all the required information for the Form 10-Q, given the considerable time and
resources the Company’s management is devoting to the Chapter 11
Cases and the Company’s ongoing process for the sale of the Company
and the consideration of other strategic alternatives, as well as
the attendant uncertainty associated with the Chapter 11 Cases, the
Company is unable to complete the financial statements and other
disclosures for the Form 10-Q on or before the May 10, 2022
due date without unreasonable effort or expense. The Company cannot
at this time estimate when it will be able to file the Form
10-Q.
PART IV — OTHER INFORMATION
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Name and telephone number of person
to contact in regard to this notification: |
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Christopher S. Parisi |
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717 |
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672-9611 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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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). Yes ☒ No ☐ |
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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? Yes ☐ 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. |
Armstrong Flooring, 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: May 11, 2022 |
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By: |
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/s/ Christopher S. Parisi
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Name: Christopher S. Parisi |
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Title: Senior Vice President, General
Counsel & Secretary |
