UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ----------------
WASHINGTON, D.C. 20549 SEC FILE NUMBER
1-5901
FORM 12b-25 ----------------
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NOTIFICATION OF LATE FILING CUSIP NUMBER
302747100
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(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K
[X] Form 10-Q [_] Form N-SAR [_] Form N-CSR
For Period Ended: May 28, 2005
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[_] 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:
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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:
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PART I - REGISTRANT INFORMATION
FAB INDUSTRIES TRUST
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Full Name of Registrant
FAB INDUSTRIES, INC.
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Former Name if Applicable
200 MADISON AVENUE
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Address of Principal Executive Office (Street and Number)
NEW YORK, NY 10016
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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)
2
[X] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated without
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 15th 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 (attached as EXHIBIT 1 hereto).
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. (Attach Extra Sheets if Needed)
On May 27, 2005, Fab Industries, Inc. (the "Company") transferred substantially
all of its assets and liabilities to the Fab Industries Trust (the "Trust"),
which became the Company's successor. As a result of the transfer and delays
associated with the transition between the Trust and the Company, the Trust will
not be able to timely file its quarterly report on Form 10-Q for the quarter
ended May 28, 2005 without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
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SAMSON BITENSKY 212 592-2700
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(Name) (Area Code) (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).
[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?
[X] Yes [_] 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.
Under the Company's plan of liquidation, the Company transferred its
assets and liabilities to the Trust on May 30, 2005. Because (i) the
Trust will have no operations or business other than engaging in an
orderly liquidation of its assets and preserving the value of its
assets for such liquidation, and (ii) the Trust will report the value
of its assets on a liquidation basis in its quarterly report on Form
10-Q for the thirteen weeks ended May 28, 2005, rather than a
going-concern basis (where the Company reported the value of its assets
on a going-concern basis in the thirteen weeks ended May 29, 2004), the
Trust's reported results of operations for the thirteen weeks ended May
28, 2005 will be substantially different from those for the thirteen
weeks ended May 29, 2004. The Trust is not currently able to make a
reasonable estimate of those results because of delays associated with
the transition from the Company to the Trust.
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FAB INDUSTRIES TRUST
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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 July 13, 2005 By /s/ Samson Bitensky
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Name: Samson Bitensky
Title: Trustee for the Fab Industries Trust
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.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).