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)
(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, N-SAR, N-CSR, or
the transition report or portion thereof, could not be filed within the
prescribed time period.
As
previously disclosed in the Current Report on Form 8-K filed by Colfax
Corporation (the “Company”) with the Securities and Exchange Commission (the
“SEC”) on October 25, 2010, in October 2010 the Company identified a material
overstatement of the pension liability for one of its subsidiaries as reported
in its historical financial statements. On October 19, 2010 the Audit
Committee of the Company’s Board of Directors, based on the recommendation of
management and after discussion with Ernst & Young LLP, the Company's
independent registered public accountants, determined that corrections to
previously issued financial statements are required. The Company has
determined that it will amend and restate the consolidated financial statements
contained in its Annual Report on Form 10-K for the year ended December 31, 2009
and Quarterly Reports on Form 10-Q for the periods ended April 2, 2010 and July2, 2010.
The
Company reported the preliminary impact of the restatement, which reflects
management’s current best estimate of the corrections related to the
overstatement of the pension liability, in a press release on November 4, 2010
as furnished to the SEC in a Current Report on Form 8-K filed on November 4,2010. Further detail on the estimated impact of the restatement is set forth in
Part IV of this form. The corrections to the prior period financial statements
and the work necessary to complete the currently due Form 10-Q require
considerable effort and time as necessary elements of the corrections require
significant manual analysis of pension participant data both by Company
personnel and outside pension consultants. As a result, the Company is unable to
file its Quarterly Report on Form 10-Q for the period ended October 1, 2010 by
the prescribed date of November 10, 2010, and will not file by the five-day
extension date of November 15, 2010 pursuant to Rule 12b-25(b). The
Company anticipates that it will file its Quarterly Report on Form 10-Q for its
third fiscal quarter in December 2010.
In
accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the Company’s
management has been assessing the effectiveness of its internal control over
financial reporting that existed as of the end of the periods to be restated.
Based on both the quantitative and qualitative factors, management has concluded
that a material weakness in internal controls over financial reporting existed
in the area of accounting for pension liabilities. Management is evaluating and
implementing changes in internal control over financial reporting relating to
accounting for pension liabilities in order to address the identified areas of
the material weakness.
PART
IV - OTHER INFORMATION
(1)
Name
and telephone number of person to contact in regard to this
notification
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 x 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
o No
x
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.
As
previously described in Part III of this form, the Company identified a material
overstatement of the pension liability for one of its subsidiaries as reported
in its historical financial statements. The Company is currently
investigating the effects of the error, which will result in a decrease in the
pension liability reported in the balance sheets for those periods requiring
restatement. At this time, the best estimate of the range of the
overstatement of the pension liability at December 31, 2009 is $15 million to
$25 million. Based on management’s best estimate of the corrections
related to the overstatement of the Company’s pension liability, the Company has
provided preliminary results for the three and nine months ended October 1, 2010
and preliminary restated results for the three and nine months ended October 2,2009 as follows. Selling, general and administrative expenses for the
nine months ended October 1, 2010 include an estimated correction related to the
first six months of 2010, resulting in a reduction of $0.5 million compared to
the historical results reported in the Company’s Quarterly Report on Form 10-Q
for the period ended July 2, 2010. The related net income impact for
nine months ended October 1, 2010 is an after-tax benefit of $0.3 million ($.01
per share).
Selling,
general and administrative expenses for the three and nine months ended October2, 2009 include estimated corrections resulting in reductions of $0.3 million
and $0.8 million, respectively, compared to the historical results reported in
the Company’s Quarterly Report on Form 10-Q for the period ended October 2,2009. The related net income impacts for the three and nine months
ended October 2, 2009 are after-tax benefits of $0.2 million (less than $.01 per
share) and $0.5 million ($.01 per share), respectively.
Final
results for the current year periods and final restated results for the 2009
periods could change when the analysis of the pension matter is finalized, and
these final results will be reflected in the Company’s Quarterly Report on Form
10-Q for the period ended October 1, 2010 and amended prior reports, when
filed. There can be no assurance that the final adjustments that are
made as part of the restatement will not differ materially from these
preliminary estimates.
Colfax Corporation
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
