UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: June 30, 2007
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[ ] Transition Report on Form 10-K
[ ] Transition Report on From 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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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
FutureFuel Corp.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
8235 Forsyth Blvd., Suite 400
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Address of Principal Executive Office (Street and Number)
St. Louis, MO 63105
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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)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without (a) unreasonable effort or expense;
[ ] (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 fifteenth calendar day
following the prescribed due date; or the subject quarterly report
of 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 Forms 10-K, 20-F, 11-K, 10-Q,
10-Q, N-SAR or N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
On July 25, 2007, the audit committee of the board of directors of FutureFuel
Corp. (the "Company") concluded that the following previously issued financial
statements of the Company should not be relied upon and will require
restatement: (i) the consolidated balance sheet of the Company and its
subsidiary as of December 31, 2006, and the related consolidated statements of
operations, stockholders' equity and cash flows for the twelve-month period
ending December 31, 2006 (collectively, the "Annual Financial Statements");
and (ii) the consolidated balance sheet of the Company and its subsidiary as
of March 31, 2007, and the related consolidated statement of operations and
cash flows for the three months ended March 31, 2007 (collectively the
"Interim Financial Statements"). In particular, and as described in greater
detail in the Company's Current Report on Form 8-K filed on July 27, 2007, the
audit committee determined that the Company will need to restate the Annual
Financial Statements and the Interim Financial Statements because they do not
apply purchase accounting to the Company's acquisition of Eastman SE, Inc.,
which occurred on October 31, 2006. The Annual Financial Statements were
contained in the Registration Statement on Form 10 filed with the Commission
on April 24, 2007; on June 26, 2007, the Company filed an Amendment No. 1 to
the Form 10 that included the Interim Financial Statements.
As a result of the restatement, the Company has now determined that it will be
unable to file its Quarterly Report on Form 10-Q for the quarter ended June
30, 2007 on a timely basis without unreasonable effort or expense. While the
Company cannot at this time identify the precise date when the restatement
will be completed or when the Company will be able to file a further amendment
to its Form 10 containing the restated Annual Financial Statements and Interim
Financial Statements, it is continuing to work diligently to complete the
restatement and to make and file all required reports with the SEC as quickly
as possible. The Company does not expect that it will be able to file its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, on or
before the fifth calendar day following the required filing date as proscribed
in Rule 12b-25.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Douglas D. Hommert 314-854-8520
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(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
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.
FUTUREFUEL CORP.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 9, 2007 By: /s/ Douglas D. Hommert
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Douglas D. Hommert, Executive Vice President,
Secretary and Treasurer
INSTRUCTIONS: 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.