Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
August 12 2022 - 09:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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☐
Form 10-K
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Form 20-F
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Form 11-K
☒
Form 10-Q
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Form 10-D
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Form N-CEN
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Form N-CSR
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For Period Ended: July 3, 2022 |
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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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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:
PART I - REGISTRANT INFORMATION
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CIRCOR International, Inc. |
Full name of Registrant |
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N/A |
Former name if Applicable |
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30 Corporate Drive, Suite 200 |
Address of Principal Executive Office
(Street and number)
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Burlington, Massachusetts 01803-4238 |
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 reasons 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-CEN 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. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
CIRCOR International, Inc. (the “Company”) has determined that it
is unable, without unreasonable effort or expense, to file its
Quarterly Report on Form 10-Q for the fiscal quarter ended July 3,
2022 (the “2022 Q2 10-Q”) within the prescribed time period for the
reasons set forth below.
As previously disclosed, the Company was delayed in filing its
Annual Report on Form 10-K for the fiscal year ended December 31,
2021 (the “Annual Report”) because it was restating its financial
statements for (i) the years ended December 31, 2019 and December
31, 2020, (ii) each of the quarterly and year-to-date periods for
2020 and (iii) the quarterly and year-to-date periods for the nine
months ended October 3, 2021. Additionally, the Company was delayed
in filing its Quarterly Report on Form 10-Q for the fiscal quarter
ended April 3, 2022 (the “2022 Q1 10-Q”). The Annual Report and the
2022 Q1 10-Q were filed on July 26, 2022, and August 11, 2022,
respectively.
In order to prepare and file its 2022 Q2 10-Q, the Company first
had to complete the restatement of its financial statements
described above and file its Annual Report and the 2022 Q1 10-Q.
Because the filing of the Annual Report and the 2022 Q1 10-Q were
just completed in late July and early August, respectively, the
Company is not able to timely complete the preparation of its
financial statements and related disclosures to be included in its
2022 Q2 10-Q without unreasonable effort or expense.
PART IV - OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this
notification |
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Jessica Wenzell, Senior Vice President, General Counsel |
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(781) |
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270-1200 |
(Name) |
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(Area Code) |
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(Telephone Number) |
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(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 ☐ No
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(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 ☐ 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.
Given the Company’s recently completed work on the Annual Report
and the 2022 Q1 10-Q, the Company is not in a position at this time
to compare results of operations for the fiscal quarters ended July
4, 2021 and July 3, 2022, and therefore cannot provide reasonable
estimates of any potential change in results of operations at this
time.
CIRCOR International, 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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August 12, 2022 |
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By |
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/s/ Jessica W. Wenzell |
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Name: |
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Jessica W. Wenzell |
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Title: |
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Senior Vice President, General Counsel |
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).
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