Notification That Quarterly Report Will Be Submitted Late (ntn 10q)
21 Novembre 2012 - 11:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 001-34437
NOTIFICATION OF LATE FILING
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(Checkone):
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Form 10-K
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Form 20-F
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Form 11-K
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Form 10-Q
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Form
10-D
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Form N-SAR
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For Period Ended:
September
30, 2012
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Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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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.
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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:
PART I
REGISTRANT INFORMATION
KIT digital, Inc.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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26 West 17th Street, 2nd Floor
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Address of Principal Executive Office
(Street and Number)
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New York, New York 10011
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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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(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.
As disclosed in the Current Report on Form
8-K filed on November 21, 2012, on November 15, 2012, the Audit Committee of the Board of Directors of KIT digital, Inc. (the
“Company”) concluded that, because of errors and irregularities identified by the Company in its historical financial
statements, the financial statements for (1) the years ended December 31, 2009, 2010 and 2011 and (2) each of the three
quarters in 2009, 2010 and 2011 will be restated. As a result of the restatement of these prior periods, the Company will also
restate the quarters ended March 31, 2012 and June 30, 2012.
The accounting errors and irregularities
relate primarily to recognition of revenue related to certain perpetual software license agreements entered into by the prior management
team in 2010 and 2011. These errors and irregularities were discovered in connection with the Audit Committee’s previously
disclosed investigation of certain transactions that resulted in impairment charges. The Audit Committee has also determined that
certain transactions entered into by the Company under the prior management team during fiscal years ended December 31, 2008 through
2011 were related party transactions and that additional disclosure with respect to those transactions should have been included
in the footnotes to the relevant financial statements. Because of the timing of the completion of the Audit Committee investigation
and the Company’s ongoing review and investigation of certain transactions, the Company requires additional time to complete
an analysis of the accounting treatment for the software licenses and to determine the extent of the corrections that may be required
to its historical financial statements. Other effects on previous financial statements are also possible. Accordingly, the Company
cannot currently quantify the potential impact of the restatement. Therefore, the Company is unable to timely file its Current Report
on Form 10-Q for the three months ended September 30, 2012.
Important Caution Regarding Forward-Looking Statements
This report contains certain
"forward-looking statements." These statements can be identified by the use of words or phrases such as
"believes," "estimates," "expects," "intends," "anticipates,"
"projects," "plans" and variations of these words or similar words. These forward-looking statements
include statements regarding the Company’s intent to restate certain prior period financial statements and the errors
that resulted in the Audit Committee reaching the decision that these historical financial statements could no longer be
relied upon. There can be no assurance that the Company’s Board of Directors, Audit Committee, management or
independent registered public accounting firm will not reach conclusions regarding the impact of the restatement that are
different from management’s current estimates or identify additional issues in connection with the restatement or that
these issues will not require additional corrections to the Company’s prior period financial statements. These
statements are subject to risks and uncertainties which may cause actual results to differ materially from those stated in
this report. These risks and uncertainties include the risk that additional information may become available in preparing and
auditing the financial statements would require the Company to make additional corrections, the cost, time and effort
required to complete the restatement of the financial statements, the ramifications of the Company’s potential
inability to timely file periodic and other reports with the Securities and Exchange Commission, including potential
delisting of the Company’s common stock on NASDAQ and the risk of litigation or governmental investigations or
proceedings relating to these matters. Certain risks and uncertainties related to the Company’s business are or will be
described in greater detail in the Company’s filings with the Securities and Exchange Commission. Except as required by
applicable law, the Company is not under obligation to (and expressly disclaims any such obligation to) update its
forward-looking statements whether as a result of new information, future events or otherwise.
PART IV
OTHER INFORMATION
(1) Name and telephone number of
person to contact in regard to this notification
Fabrice Hamaide
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(646)
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553-4845
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(Name)
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(Area Code)
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(Telephone Number)
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(2) 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
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No
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(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
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No
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For the reasons noted above, because of
the timing of the completion of the Audit Committee investigation and the Company’s ongoing review and investigation of certain
transactions, the Company cannot currently quantify the potential impact of the restatement.
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.
KIT
digital, 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
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November 21, 2012
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By
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/s/ Fabrice Hamaide
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Fabrice Hamaide
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Chief Financial Officer
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