|
|
|
|
|
:
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commission File Number
000-51991
|
|
|
|
|
|
(Check One)
|
|
x
Form 10-K
¨
Form
20-F
¨
Form 11-K
¨
Form 10-Q
¨
Form N-SAR
¨
Form N-CSR
|
|
|
|
|
For Period Ended: December 31, 2008
|
|
|
|
|
¨
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
|
|
Basin Water, Inc.
|
Full Name of Registrant
|
|
N/A
|
Former Name if Applicable
|
|
9302 Pittsburgh Avenue, Suite 210
|
Address of Principal Executive Office
(Street and Number)
|
|
Rancho Cucamonga, CA 91730
|
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.)
|
|
|
|
|
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, 20-F, 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 portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
|
|
(c)
|
|
The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
PART III NARRATIVE
State below in reasonable detail why Forms 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.
Basin Water, Inc. (the Company) is unable to file its
Annual Report on Form 10-K for the year ended December 31, 2008 (the 2008 Form 10-K) in a timely manner without unreasonable effort and expense in light of the circumstances described below.
As previously reported, the Company filed an Annual Report on Form 10-K/A to restate its consolidated financial statements for the years ended December
31, 2007 and 2006 and filed a Quarterly Report on Form 10-Q/A to restate its consolidated financial statements for the quarter ended March 31, 2008. The Company has also filed its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2008
and September 30, 2008, both of which were delayed as a result of the restatement. The Companys efforts and allocation of additional resources with respect to these filings caused significant diversion of managements time and attention
and has caused the Company to be unable to timely file its 2008 Form 10-K.
In addition, on March 6, 2009, the Company received comments
from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission regarding accounting and financial statement disclosures in its Annual Report on Form 10-K/A for the year ended December 31, 2007. The Company is
currently in the process of responding to the comments and, as a result, will delay the filing of its 2008 Form 10-K.
The Company is
working to complete this process as soon as practicable and currently intends to file the 2008 Form 10-K within fifteen days following the original due date as provided under Rule 12b-25 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended.
PART IV OTHER INFORMATION
(1)
|
Name and telephone number of person to contact in regard to this notification
|
|
|
|
|
|
W. Christopher Chisholm, Chief Financial Officer
|
|
|
|
(909) 481-6800
|
(Name)
|
|
(Area Code)
|
|
(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 the 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 thereof?
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.
While the audit of its financial statements is ongoing, for the year ended December 31, 2008, the
Company expects to report a net loss of approximately $32.4 million, or $1.49 per basic and diluted share, vs. $18.3 million, or $0.91 per basic and diluted share, for the year ended December 31, 2007. Despite markedly higher revenues and
a substantial reduction in gross loss, the Company incurred significantly higher selling, general and administrative expenses during 2008, including personnel-related costs, professional fees and a goodwill impairment charge relating to its
acquisition of Mobile Process Technology in September 2007.
Forward-Looking Statements
This Form 12b-25 contains forward-looking statements made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by their use of words, such as estimate, expect, intend, anticipate and other words
and terms of similar meaning, in connection with any discussion of the Companys financial statements, business, financial condition, results of operations or liquidity. Actual results may differ materially from these expectations due to
various risks and uncertainties, including: the satisfactory resolution of the comments from the Securities and Exchange Commission, negative reactions from the Companys stockholders, creditors or customers to the Companys restatement of
its financial statements, the existence of other errors that may require further adjustment of the Companys financial statements, the impact and result of any litigation, investigation or other action by The Nasdaq Stock Market, the Securities
and Exchange Commission, any other governmental agency or other parties related to the Companys restatement of its financial statements, the effectiveness of any cost-saving measures by the Company, the Companys limited operating
history, significant operating losses associated with certain of the Companys contracts, the Companys ability to identify and consummate other acquisition opportunities that improve the Companys revenues and profitability,
significant
fluctuations in its revenues from period to period, its ability to effectively manage its growth, the success of the Companys strategic partners, its
long sales cycles, market acceptance of its technology, the geographic concentration of its operations and customers, its ability to meet customer demands and compete technologically, the Companys ability to enter into service and maintenance
contracts with system sales, the Companys ability to protect its intellectual property, regulatory approvals of the Companys systems, changes in governmental regulation that may affect the water industry, particularly with respect to
environmental laws, the Companys ability to attract and retain qualified personnel and management members, the Companys ability to manage its capital to meet future liquidity needs, changes in the board of directors and management
members and the timing of the Companys stock repurchases, if any. More detailed information about these risks and uncertainties are contained in the Companys filings with the Securities and Exchange Commission, including the
companys Annual Report on Form 10-K for the year ended December 31, 2007 and subsequent Quarterly Reports on Form 10-Q, as amended. The Company cautions readers not to place undue reliance on any forward-looking statements, which speak
only as of the date on which they are made. The Company does not undertake any obligation to update or revise any forward-looking statements.
|
Basin Water, Inc.
|
(Name of Registrant as Specified in Charter)
|
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
Date
|
|
March 13, 2009
|
|
By
|
|
/s/
W. Christopher Chisholm
|
|
|
|
|
|
|
W. Christopher Chisholm
|
|
|
|
|
|
|
Chief Financial Officer
|
Basin Water (MM) (NASDAQ:BWTR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Basin Water (MM) (NASDAQ:BWTR)
Historical Stock Chart
From Jul 2023 to Jul 2024