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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
1-10582
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CUSIP NUMBER
68557N 103
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(Check one):
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o
Form 10-K
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o
Form 20-F
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o
Form 11-K
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x
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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July 3, 2016
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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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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the Transition Period Ended:
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Read Instructions (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
Orbital ATK, Inc.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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45101 Warp Drive
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Address of Principal Executive Office
(Street and Number)
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Dulles, Virginia 20166
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City, State and Zip Code
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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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(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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o
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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.
Orbital ATK, Inc. (the Company) is unable to file its Quarterly Report on Form 10-Q for the period ended July 3, 2016 within the prescribed time period without unreasonable effort or expense because of the circumstances described below.
As reported in the Companys Item 4.02(a) Current Report on Form 8-K filed on August 10 2016, the Audit Committee of the Board of Directors (the Audit Committee) of the Company, after considering the recommendation of management, concluded on August 8, 2016 that the Companys previously issued financial statements for the fiscal year ended March 31, 2015 (fiscal 2015), the nine-month transition period ended December 31, 2015 (2015 transition period), the quarters in fiscal 2015 and the 2015 transition period, and the quarter ended April 3, 2016 (the Restated Periods), should no longer be relied upon. The Company is still evaluating whether financial statements from annual and quarterly periods prior to fiscal 2015 can continue to be relied upon. The Company expects to restate (the Restatement) the financial statements for the Restated Periods. An explanation of the underlying cause of the Restatement is included in the above referenced Current Report on Form 8-K.
The Company intends to amend its Transition Report on Form 10-K for the 2015 transition period and its Quarterly Report on Form 10-Q for the quarter ended April 3, 2016, as soon as reasonably practicable. The Company may determine to amend the Forms 10-Q for the quarterly periods ended June 29, 2014, September 28, 2014, December 28, 2014, July 5, 2015 and October 4, 2015 or to include the restated financial statements for those interim periods in its amended Form 10-K for the 2015 transition period. The Company believes that the misstatements that caused the Restatement indicate the existence of one or more material weaknesses in its internal control over financial reporting and disclosure controls and procedures during the Restated Periods. The Company will report those material weaknesses in its amended reports and in its Quarterly Report on Form 10-Q for the quarter ended July 3, 2016.
The Company is continuing to review and assess the matters described in the above referenced Current Report on Form 8-K with the assistance of outside professionals. In view of the ongoing work in this regard, the Company will not file its quarterly report for the quarter ended July 3, 2016 by August 17, 2016, which is the deadline for the extended filing period pursuant to Rule 12b-25.
Forward Looking Statements
Certain matters discussed in this filing constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on managements current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to management. Such forward-looking statements include statements regarding materiality or significance, the quantitative effects of the restated and other financial statements, and the timing of the filing of the Companys second quarter 2016 Form 10-Q and the amended Form 10-K and any other reports that will include the Restatement. The Company cautions you not to place undue reliance on any such forward-looking statements. Several factors could cause actual results, as well as the Companys expectations regarding materiality or significance, the Restatements quantitative effects, and the effectiveness of the Companys internal control over financial reporting and disclosure controls and procedures, 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 review the misstatements and other matters described above and the Companys analysis is still preliminary, the risk that additional information may arise or different conclusions are reached prior to the expected filing with the Securities and Exchange Commission (SEC) of the contemplated filings, the preparation of the Companys restated financial statements or other subsequent events that would require us to make additional
adjustments, as well as inherent limitations in internal controls over financial reporting. Other risk factors affecting the Company are discussed in detail in the Companys filings with the SEC, including its Annual Reports on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.
SEC 1344 (04-09)
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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.
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