Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 17 2017 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC FILE NUMBER:
000-16509
CUSIP NUMBER: 174740100
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(Check one):
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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:
December 31, 2016
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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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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
Citizens, Inc.
Full Name of Registrant
Not Applicable
Former
Name if Applicable
400 East Anderson Lane
Address of Principal Executive Office
(Street and Number)
Austin, TX 78752
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 reason 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 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-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.
The management of Citizens, Inc. (the Company), in consultation with the Audit Committee of the Companys Board of Directors, determined that
the Company is unable to file its Annual Report on Form
10-K
for the period ended December 31, 2016 within the prescribed time period without unreasonable effort or expense. The Company requires
additional time to complete, and its independent registered public accounting firm requires additional time to review, certain items necessary for the audit of the Companys financial statements and the assessment of the Companys internal
control over financial reporting. At present, the Company expects to file its Annual Report on Form
10-K
for the year ended December 31, 2016 with the Securities and Exchange Commission on or before
March 31, 2017, the fifteenth calendar day following the prescribed due date.
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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Kay Osbourn
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512
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837-7100
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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). Yes ☒ 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? Yes ☐ No ☒
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4.
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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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Forward-Looking Statements
Certain matters discussed in
this
Form 12b-25 constitute
forward-looking statements under the federal securities laws. These forward-looking statements are based on our current beliefs, assumptions and expectations
regarding future events, which in turn are based on information currently available to us. Such forward-looking statements include the anticipated timing of the filing of the Companys Annual Report on
Form 10-K
for the period ended December 31, 2016. We caution you not to place undue reliance on any such forward-looking statements. Several factors could cause actual results to differ
materially from those expressed in or contemplated by the forward-looking statements. Such factors include, but are not limited to, the fact that the Company is continuing to complete certain items necessary for the audit of its financial
statements and its assessment of internal controls and the risk that additional information may arise or different conclusions may be reached prior to the expected filing. Other risk factors affecting the Company are discussed in detail in
the Companys filings with the SEC, including its Annual Report on
Form 10-K
for the year ended December 31, 2015. We undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
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CITIZENS, INC.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 17, 2017
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By:
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/s/ Kay E. Osbourn
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Kay E. Osbourn, President
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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