As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/29/13  School Specialty Inc              NT 10-K     4/27/13    1:31K                                    Godfrey & Kahn SC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-K     Notice of a Late Filing of a Form 10-K              HTML     30K 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

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)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section30 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    ý  No    ¨

(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   ý  No     ¨

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.

The Company expects to report a net loss in fiscal 2013 of approximately $148 million, which is approximately $13 million greater than the net loss reported for fiscal 2012.  The primary items contributing to the year over year increase in the net loss are estimated as follows:

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$19 million decline in gross profit related primarily to a decline in revenues;

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$27 million of pre- and post-petition bankruptcy-related costs including legal and advisory services and debtor-in-possession financing costs;

•

$10 million of expenses related to loss on early extinguishment of pre-petition debt; and

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$26 million of expenses related to early termination fees associated with the default under its term loan.

The increased net loss attributable to the above items has been partially offset by decreases in impairment charges of approximately $61 million and approximately $8 million of selling, general and administrative expense savings.

As noted above, on January 28, 2013 the Company and certain of its subsidiaries filed the Chapter 11 Cases.  The Chapter 11 Cases were filed in response to an environment of ongoing declines in school spending and a lack of sufficient liquidity, including trade credit provided by the Debtors’ vendors, to permit the Debtors to pursue their business strategy to position the School Specialty brands successfully for the long term. As part of the Chapter 11 Cases, the Debtors developed and implemented a Reorganization Plan that met the standards for confirmation under the Bankruptcy Code. The Reorganization Plan will materially alter for future periods the classifications and amounts reported in the Company’s consolidated financial statements to be included in the Form 10-K, which do not give effect to any adjustments to the carrying values of assets or amounts of liabilities that might be necessary as a consequence of confirmation of the Reorganization Plan or the effect of any operational changes that may be implemented.

Statement Concerning Forward-Looking Statements

Any statements made in this notification of late filing about future financial condition, results of operations, expectations, plans, or prospects, including the expected fiscal 2013 net loss and factors contributing to such net

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loss, constitute forward-looking statements. Forward-looking statements also include those preceded or followed by the words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “should,” “plans,” “targets” and/or similar expressions. These forward-looking statements are based on the Company’s current estimates and assumptions and, as such, involve uncertainty and risk. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those contemplated by the forward-looking statements because of a number of factors, including the factors described in Item 1A. in Part II. of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 26, 2013 and Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012, which factors are incorporated herein by reference. Except to the extent required under the federal securities laws, the Company does not intend to update or revise the forward-looking statements.

                    School Specialty, Inc.                    
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:   July 29, 2013                           By  /s/ David N. Vander Ploeg                                       
David N. Vander Ploeg
Chief Financial Officer

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.

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