Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
August 14 2018 - 2:47PM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number:
3235-0058
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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Expires:
October 31, 2018
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Estimated
average burden
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hours per
response.......2.50
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FORM
12b-25
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SEC FILE NUMBER
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1-6471
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CUSIP NUMBER
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NOTIFICATION
OF LATE FILING
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(Check one):
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☐
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Form
10-K
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☐
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Form
20-F
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☐
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Form
11-K
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☑
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Form
10-Q
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☐
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Form
10-D
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☐
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Form
N-SAR
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☐
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Form
N-CSR
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For Period Ended: June 30, 2018
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☐
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Transition
Report on Form 10-K
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☐
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Transition
Report on Form 20-F
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☐
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Transition
Report on Form 11-K
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☐
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Transition
Report on Form 10-Q
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☐
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Transition
Report on Form N-SAR
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For the Transition Period
Ended:
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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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PGI
Incorporated
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Full Name of
Registrant
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Former Name if
Applicable
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212 South Central, Suite 304
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Address of
Principal Executive Office
(Street
and Number)
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St. Louis, Missouri 63105
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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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☑
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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 the reasons 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 Registrant is
not able to file its Quarterly Report on Form 10-Q for its second
fiscal quarter of 2018 without unreasonable effort or expense. The
Registrant is unable to complete its financial statements for the
three month period ending June 30, 2018 (“Interim Financial
Statements”) as it awaits a legal analysis from its outside
counsel. The legal analysis is required as a result of certain
events arising during the Registrant’s second quarter with
respect to its remaining indebtedness under certain of its 6.5%
subordinated convertible debentures (the “Debentures”)
the Registrant issued under an indenture of trust (the
“Indenture”) approximately 47 years ago. The results of
the legal analysis will determine how the Registrant will properly
report and characterize such remaining indebtedness so that it is
in accordance with Generally Accepted Accounting Principles. The
legal issue on which counsel is conducting research is unique and
requires for its completion information about the Debentures and
the Indenture to which counsel did not have access until only
shortly before the filing of the Registrant’s report on Form
10-Q is due. Registrant’s counsel continues to conduct its
research and analysis and expects to have it completed in
sufficient time so that the Registrant will be able to file its
Quarterly Report on Form 10-Q within five days of the date it is
due.
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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Annette M. Kovarik
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314
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512-8742
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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
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No
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☐
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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
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☐
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No
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☑
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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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PGI
INCORPORATED
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(Name of Registrant
as Specified in Charter)
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has caused this
notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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By:
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/s/
Laurence A.
Schiffer
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Laurence A.
Schiffer
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President
(Duly
Authorized Officer, Principal Executive Officer and Principal
Financial
Officer)
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