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OMB APPROVAL |
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UNITED STATES FORM 12b-25
NOTIFICATION OF LATE FILING |
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OMB Number: 3235-0058 |
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SEC FILE NUMBER |
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CUSIP NUMBER |
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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 |
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o Form N-SAR |
o Form N-CSR |
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For Period Ended: |
December 31, 2007 |
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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 Instructions (on back
page) Before Preparing Form. Please Print or Type. |
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
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LIQUIDMETAL TECHNOLOGIES, INC. |
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Full Name of Registrant |
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Former Name if Applicable |
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30452 Esperanza |
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Address of Principal Executive Office (Street and Number) |
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Rancho Santa Margarita, CA 92688 |
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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)
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(a) |
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) |
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) |
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.
The Registrant is unable to timely file its report on Form 10-K for the year ended December 31, 2007 without unreasonable effort or expense. As previously announced in our 8-K dated February 22, 2008, we have completed a $2.5 million financing transaction that resulted the Company receiving $1.7 million distribution from its majority owned subsidiary, Liquidmetal Coatings, LLC. In addition to work associated with the Form 10-K, the Company has focused its efforts on the timely closing of this financing transaction. Due to the amount of work associated with this transaction, we were unable to file the Form 10-K by the March 31, 2008 deadline.
The Registrant expects to file its Form 10-K within the prescribed extended period of April 15, 2008.
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SEC 1344 (03-05) |
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
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(1) |
Name and telephone number of person to contact in regard to this notification |
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Gerald Morrow |
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949 |
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635-2170 |
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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). |
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x Yes o 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? |
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x Yes o No |
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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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It is expected that the Registrant’s sales and cost of sales be approximately $29.0 million and approximately $26.5 million for the year ended December 31, 2007 compared to $27.7 million and $22.4 million for the year ended December 31, 2006, respectively. Net loss is expected to be approximately $5.6 million for the year ended December 31, 2007 compared to net loss of $14.5 million for the year ended December 31, 2006. The increase in sales and cost of sales recorded in this year compared to those for the year ended December 31, 2006 were attributable to an increase in sales of $5.0 million of our coatings products as a result of an increase in demand from oil drilling applications which were offset by $3.6 million decrease in sales and prototyping of parts manufactured from bulk Liquidmetal alloys to consumer electronics customers as a result of increased reliance on licensees to manufacture and sell bulk Liquidmetal alloy parts and higher manufacturing costs of new Liquidmetal bulk alloy products used in consumer electronics applications. The decrease in net loss compared to that of the year ended December 31, 2006 was primarily attributable to an increase in benefit from the change in value of warrants and embedded conversion feature of our convertible debt of $11.8 million primarily from decline in our stock price. |
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LIQUIDMETAL TECHNOLOGIES, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date |
April 1, 2008 |
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By |
/s/ Gerald E. Morrow |
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Gerald E. Morrow |
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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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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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