UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 001-14217
CUSIP Number: 293306
NOTIFICATION OF LATE FILING
(Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2007
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:__________________________
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: ENGlobal Corporation
Former Name if Applicable: Not applicable.
Address of Principal Executive Office (Street and Number):
654 N. Sam Houston Pkwy E., Suite 400
City, State and Zip Code: Houston, Texas 77060
PART II. RULE 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.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (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 15th 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 the reasons why Form 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. (Attach extra sheets if needed.)
ENGlobal Corporation (the "Company") is unable to file its Annual Report on Form
10-K for the year ended December 31, 2007 (the "2007 Form 10-K") by March 17,
2008 without unreasonable effort and expense. We have experienced the following
delays in connection with our 2007 Form 10-K:
(1) Through the first three quarters of 2007, the Company reported its
business as being comprised of the Engineering and Systems segments.
In the fourth quarter of 2007, our Chief Executive Officer and Chief
Operating Decision Maker determined that four segments (Engineering,
Construction, Automation, and Land) better represented our new
direction and future growth. Accordingly, the Company changed its
reportable segments from two to four, which required revisions to its
prior years' financial statements and related information in the 2007
Form 10-K;
(2) The Company has not finalized its annual assessment of internal
control over financial reporting as required by Section 404 of the
Sarbanes-Oxley Act of 2002. Our assessment will be included in the
2007 Form 10-K and will disclose the material weaknesses that
management has identified and the actions that have been and will be
taken to remediate those material weaknesses. Our evaluation of
internal control over financial reporting is ongoing and management
was unable to finalize its final Section 404 assessment and provide
its auditors adequate time to attest to management's conclusions by
March 17, 2008 without unreasonable effort and expense; and
(3) The Company spent significant time in February and March 2008
responding to comments by the Staff of the Division of Corporate
Finance of the Securities and Exchange Commission to the Company's
Form 10-K/A for the fiscal year ended December 31, 2006, and Form 10-Q
for the period ended March 31, 2007. Although the Company has
completed the comment letter process and all of the Staff's comments
have been resolved, time spent on the comment letter process, coupled
with the Company's efforts to incorporate the Staff's recommendations
into the 2007 Form 10-K, delayed the 2007 Form 10-K's finalization.
As a result, we need additional time to complete the filing of our 2007 Form
10-K and the Company's auditors, Hein & Associates LLP ("Hein"), need additional
time to complete their review of the above-referenced matters. Although the
Company expects to file the 2007 Form 10-K before the fifteenth calendar day
following its prescribed due date, ultimately, the Company's ability to do so
remains subject to the completion of the audit by the Company's independent
auditors. Hein's statement required by Rule 12b-25(c) is attached hereto as
Exhibit 99.1
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Robert W. Raiford 409 840-2578
----------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(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 the answer is
no, identify report(s).
[X] Yes [ ] 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 [X] 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.
ENGlobal Corporation
--------------------
(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 17, 2008 By: /s/ Natalie S. Hairston
------------------ -------------------------------------
Name: Natalie S. Hairston
Title: Chief Governance Officer and
Secretary
EXHIBIT INDEX
Exhibit 99.1 Statement from Hein & Associates LLP required by Rule
12b-25(c) dated March 17, 2008.