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  SEC FILE NUMBER  
 
0-26020
 
     
  CUSIP NUMBER  
 
25383A 200
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
           
(Check one):   þ   Form 10-K o   Form 20-F o   Form 11-K o   Form 10-Q o   Form 10-D o   Form N-SAR o   Form N-CSR
 
         
 
  For Period Ended:   December 31, 2009
 
     
 
         
    o    Transition Report on Form 10-K  
 
         
    o    Transition Report on Form 20-F  
 
         
    o    Transition Report on Form 11-K  
 
         
    o    Transition Report on Form 10-Q  
 
         
    o    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
Digital Angel Corporation
 
Full Name of Registrant
 
Former Name if Applicable
490 Villaume Avenue
 
Address of Principal Executive Office (Street and Number)
South St. Paul, Minnesota 55075
 
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)
           
þ
    (a)   The reason 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, 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
       
      (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 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 Company is unable to file its Annual Report on Form 10-K for the annual period ended December 31, 2009 on the prescribed due date without unreasonable effort or expense because the Company has not determined all the exhibits to be included within the filing. Management anticipates that it will be able to complete the filing before the fifteenth calendar day following the prescribed due date of the Form 10-K, and, accordingly, the Company anticipates filing its Form 10-K on or before the fifteenth calendar day following the prescribed due date of the Form 10-K.
  Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 


 

(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
(1)   Name and telephone number of person to contact in regard to this notification
         
Lorraine M. Breece    651    455-1621 
(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 answer is no, identify report(s).
    Yes  þ      No  o
 
(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?
    Yes  þ      No  o
 
 
    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 has filed its preliminary results of operations for the year ended December 31, 2009 on its Current Report on Form 8-K filed with the SEC on March 29, 2010. As reported, the Company’s loss from continuing operations was $15.4 million compared to a loss from continuing operations of $59.6 million for the year ended December 31, 2008. The significant decrease in the loss was due primarily to goodwill and asset impairment charges of $7.3 million during the year ended December 31, 2009 as compared to goodwill and asset impairment charges of $35.5 million during the year ended December 31, 2008, as well as a decrease in selling general and administrative expenses of $5.8 million in the year ended December 31, 2009 as compared to the year ended December 31, 2008. The Company does not expect to report any change in its loss from continuing operations from what was filed in its March 29, 2010 Form 8-K. The Company reported income from discontinued operations of $3.3 million for the year ended December 31, 2009 on its Current Report on Form 8-K filed with the SEC on March 29, 2010. The Company expects that the income from discontinued operations will be $3.0 million in its Annual Report on Form 10-K. This compares to income from discontinued operations of $1.6 million for the year ended December 31, 2008.
 
Digital Angel Corporation  
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
             
Date
  April 1, 2010   By   /s/ Lorraine M. Breece
 
           
 
          Lorraine M. Breece
 
          Senior Vice President, Chief Financial Officer
And Chief Accounting Officer

 

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