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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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x Form 10-K
o Form 20-F
o Form 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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December 31, 2005 |
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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
100 Meridian Centre, Suite 350
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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x |
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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. |
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.
Although management believes the preparation of its Annual Report on Form 10-K for the year ended
December 31, 2005 (the
“2005 10-K”) is substantially complete,
the Registrant will be unable to
file by the deadline, without unreasonable effort or expense, because management needs additional
time to finalize its complete and accurate review of
the Company’s financial statements and its
assessment of its internal control over financial reporting as of
December 31, 2005, as required by
Section 404 of the Sarbanes-Oxley Act of 2002. The extension is needed to permit
the Registrant
the time necessary to complete its analysis of the deferred and
current tax accounts, and to determine the impact between and among
interim periods.
Based on the assessment of
the Registrant’s internal control over financial reporting performed to
date,
the Registrant believes it is possible that it would conclude that one or more material
weaknesses may exist in its internal control over financial reporting as of
December 31, 2005,
which would preclude
the Registrant from concluding that its internal control over financial
reporting was effective as of such date. The ultimate conclusions in this regard are subject to
completion of
the Company’s assessment that is currently in process.
The Registrant currently
expects to be able to complete such assessment within the time provided by this Form 12b-25, at
which time
the Registrant would file its complete 2005 10-K, including management’s report on
internal control over financial reporting.
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| SEC 1344 (03-05) |
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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. |
(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 |
| (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 x No o |
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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 x 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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As previously reported in the Registrant’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission (the “SEC”) on November 11, 2005, three of the fish
processing facilities of Omega Protein Corporation (“Omega”), a majority-owned subsidiary of
Registrant, were severely damaged as a result of Hurricanes Katrina and Rita. In addition,
the Registrant reported losses associated with the sale of its majority owned subsidiary,
Safety Components International, Inc. |
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The Registrant, based on unaudited and preliminary numbers, is estimating a consolidated net loss of
approximately $9.4 million for the year ended December 31, 2005 as compared to net income of $3.7 million for the year ended
December 31, 2004. This decrease in consolidated net income was primarily the result of
Zapata’s recognition of a loss on the sale of its shares of Safety Components International,
Inc. (OTCBB: SAFY) common stock and Omega Protein’s losses related to Hurricanes Katrina and
Rita. For the quarter ended December 31, 2005, the Company is estimating consolidated net
income of $3.2 million as compared to $314,000 in the fourth quarter of 2004. This increase
in consolidated net income resulted primarily from the elimination of deferred tax liabilities
which had been established during periods in which Safety Components was consolidated for book
purposes and not consolidated for tax purposes, partially offset by a reduction in net income
contributed by Omega Protein. |
(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 misstatement or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001)
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