Notification That Annual Report Will Be Submitted Late (nt 10-k)
May 31 2017 - 4:25PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
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SEC FILE NUMBER
001-04978
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CUSIP NUMBER
834256208
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FORM 12b-25
NOTIFICATION OF
LATE FILING
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(Check
one):
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☒
Form 10-K
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o
Form 20-F
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Form 11-K
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o
Form 10-Q
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o
Form 10-D
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o
Form
N-SAR
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o
Form N-CSR
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For
Period Ended:
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FEBRUARY
28, 2017
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
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.
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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:
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PART
I
REGISTRANT
INFORMATION
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Solitron
Devices, Inc.
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Full
Name of Registrant
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Former
Name if Applicable
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3301
Electronics Way
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Address
of Principal Executive Office
(Street and Number)
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West
Palm Beach, Florida 33407
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City,
State and Zip Code
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PART II
RULE 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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(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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☒
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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.
Solitron Devices, Inc. (the "Company") experienced unexpected delays in the preparation and
review of its financial statements for the fiscal year ended February 28, 2017 due to the ongoing review and analytical procedures
being conducted by the Company and the Company's auditor with respect to the valuation of inventory. As a result, the Company is
unable to file its Annual Report on Form 10-K in a timely manner without unreasonable effort or expense. The Company continues
to work with the goal of filing the Form 10-K within the fifteen day extension period provided by Securities Exchange Act Rule
12b-25; however, the Company can provide no assurance that it will be able to file its Form 10-K within such time period.
PART IV
OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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TIM
ERIKSEN
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(561)
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848-4311
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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).
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☒ 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?
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☒ 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.
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The Company expects to report fiscal 2017 sales of approximately $7.4 million versus $8.4 million in the
prior year, with a net loss in the range of $1.8 million to $3.0 million, owing to increased reserves for inventory and expenses
related to the separation agreement with its prior CEO in the second quarter of fiscal 2017. Backlog at the end of fiscal 2017
increased to approximately $8.4 million versus approximately $5.8 million at the end of fiscal 2016. The Company expects fiscal
2017 yearend inventory to be approximately $2.7 million, net of reserves. The increased reserve cannot be expensed in the fourth
quarter of fiscal 2017 due to management’s belief that there was no specific event in the quarter that caused the change
in estimates, and an inability to affirm that the fiscal 2016 year-end inventory included an analysis for excess and obsolescence
and estimated wafer yield loss. The Company is unable to quantify a reasonable estimate of the financial results at this time due
to the
ongoing review and analytical procedures being
conducted by the Company and the Company's auditor with respect to the valuation of inventory.
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The information provided above are forward-looking statements and are based on the Company’s anticipated
changes from the prior year period.
Although the Company
believes these statements are based on reasonable assumptions, it can give no assurance that these statements will prove correct.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include any
uncertainties encountered by the Company or any necessary changes that may result in connection with completing the review and
preparation of the financial statements and related disclosures contained in the Company's Annual Report on Form 10-K for the year
ended February 28, 2017. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated.
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SOLITRON DEVICES, 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
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May
31, 2017
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By
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/s/
Tim Eriksen
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TIM
ERIKSEN
CHIEF EXECUTIVE OFFICER
AND INTERIM CHIEF FINANCIAL OFFICER
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3
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