SEC FILE NUMBER
000-25142
CUSIP NUMBER
606501104
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: JANUARY 31, 2004
----------------------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 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:
-------------------------
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.
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
Mitcham Industries, Inc.
--------------------------------------------------------------------------------
Full Name of Registrant
--------------------------------------------------------------------------------
Former Name if Applicable
8141 SH 75 South, P.O. Box 1175
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Huntsville, Texas 77342
--------------------------------------------------------------------------------
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 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 fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
As Mitcham Industries, Inc. (the "Company") previously announced,
certain concerns have been raised by an employee about the sufficiency of the
system of internal controls and procedures at the Company's Canadian subsidiary,
Mitcham Canada, that may compromise the integrity of receivables recognized in
the unpublished fourth quarter results of operations. The Company is working
with the audit committee of its board of directors and an independent firm in an
internal investigation of those concerns. The dedication of appropriate Company
resources to assure a thorough investigation and the need to await the findings
of the investigation to consider their impact have delayed the completion of the
financial statements for the fiscal year ended January 31, 2004 and the Form
10-K. Once the investigation is completed, the Company will seek a final review
of the Form 10-K by Hein + Associates LLP, the Company's independent auditors.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Billy F. Mitcham, Jr. (936) 291-2277
--------------------- ----------- ------------------
(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 statement 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.
Mitcham Industries, 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: April 30, 2004 By: /s/ P. Blake Dupuis
----------------------------------------
P. Blake Dupuis
Chief Operating Officer
Chief Financial Officer and Secretary
2