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OMB Number: 3235-0058
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SEC FILE NUMBER |
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CUSIP NUMBER |
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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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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
ž Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
September 30, 2008 |
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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 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.
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
Full Name of Registrant
Former Name if Applicable
1041 521 Corporate Center Drive
Address of Principal Executive Office (Street and Number)
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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ž |
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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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(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.
The
Registrant’s Form 10-Q for the period ended
September 30,
2008, cannot be
filed within the prescribed time period without unreasonable effort or expense. As previously
disclosed in its Form 8-K filed on
February 28, 2008, Wellman, Inc. and certain of its
subsidiaries
filed voluntary petitions in the United States Bankruptcy Court seeking reorganization relief under
the provisions of Chapter 11 of Title 11 of the United States
Code. Additional time is needed to update certain disclosures related
to its bankruptcy filing.
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SEC 1344 (05-06) |
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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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(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Keith
R. Phillips |
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(803) |
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835-2233 |
(Name) |
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(Area Code)
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(Telephone Number) |
(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 ž No o
(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? |
Yes ž No o
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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 registrant’s operating loss for the three months ended
September 30, 2008 increased by
approximately $30 million compared to the three months ended
September 30, 2007. Approximately two
thirds of the increase is due to lower sales volume as a result of the bankruptcy filing and the
liquidity constraints imposed by the Debtor-in-Possession financing, forcing
the registrant to
lower its sales volume in order to lower its investment in receivables and inventory. In addition,
the registrant recorded a restructuring charge in the three months ended
September 30, 2008 period
of approximately $7 million related to the closure of its Palmetto facility in Darlington, S.C. and
its corporate headquarters in Fort Mill, S.C. Based on a letter of intent signed in the third
quarter of 2008 to sell the assets of our recycled based segment, we recorded an additional $4
million provision for uncollectible accounts.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. |
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This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations
under the Securities Exchange Act of 1934. |
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2. |
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One signed original and four conformed copies of this form and amendments thereto must be
completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public record in the Commission files. |
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3. |
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A manually signed copy of the form and amendments thereto shall be filed with each national
securities exchange on which any class of securities of the registrant is registered. |
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4. |
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Amendments to the notifications must also be filed on Form 12b-25 but need not restate
information that has been correctly furnished. The form shall be clearly identified as an amended
notification. |
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5. |
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Electronic Filers: This form shall not be used by electronic filers unable to timely file a
report solely due to electronic difficulties. Filers unable to submit reports within the time
period prescribed due to difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter). |
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