UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number
NOTIFICATION OF LATE FILING
| (Check one): ¨ Form 10-K |
¨ Form 20-F | ¨ Form 11-K | ||
| x Form 10-Q |
¨ Form N-SAR |
For Period Ended: September 28, 2003
¨ 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:
[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: SMTC Corporation
Former Name if Applicable:
Address of Principal Executive Office (Street and Number): 635 Hood Road
City, State and Zip Code: Markham, Ontario, Canada L3R 4N6
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) x
(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 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 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 the transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed)
At this time, the Company is unable to complete all required disclosures in its September 28, 2003 quarterly report on Form 10-Q, including those in its financial statements, without unreasonable effort or expense. As initially disclosed in its press release on October 16, 2003, the Company is currently in discussions with its lenders to address the pending maturity of its revolving credit facility due in July 2004 and to amend certain covenants that would apply through the extended maturity date to correspond to the Company’s current business plan. These discussions, which are currently in progress, affect certain items and disclosures in the Company’s quarterly report on Form 10-Q, including those in its financial statements. Additional time is required to ensure accurate disclosure of all information arising from the discussions with the lenders and the outcome of those discussions in the financial statements and the management’s discussion and analysis. Therefore, an extension of time to file is requested. As indicated in Part II above, the Form 10-Q will be filed on or before the 5th calendar day following the prescribed due date.
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PART IV—OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification. |
| Marwan Kubursi (Name) |
(905) (Area Code) |
479-1810 (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 there? x Yes ¨ 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.
The Company expects to report third quarter revenue of $77.0 million, compared to $143.5 million for the same quarter last year and up sequentially from $70.7 million in the second quarter of 2003. Net earnings are expected to be $2.6 million, or $0.09 per share, compared to a net loss of $13.4 million, or $0.47 per share, for the same quarter last year and a net loss of $39.9 million, or $1.39 per share, in the second quarter of 2003.
SMTC Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: | November 13, 2003 |
By: | /s/ Marwan Kubursi | |||||
| Marwan Kubursi Chief Financial Officer | ||||||||
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 (Section 232.201 or Section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter). |
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