UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12B-25/A
Amendment Number 2 SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-21068
(Check One): [x]Form 10K [ ]Form 20-F [ ]Form 11-K
[ ]Form 10-Q [ ]Form N-SAR [ ] Form N-CSR
For Period Ended: December 28, 2002
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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: _____________________
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
Sight Resource Corporation
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Full Name of Registrant
Former Name if Applicable
6725 Miami Avenue
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Address of Principal Executive Office (Street and Number)
Cincinnati, Ohio 45243
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
Omitted
PART III - OTHER INFORMATION
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-SCR, or the transition report portion thereof, could not be filed
within the prescribed time period.
The Company reported on Form 12b-25 filed with the Commission on March 28, 2003
that the Company would be unable to file its Annual Report on Form 10-K for the
year ended December 28, 2002 within the prescribed time period (that is, by
March 28, 2003). The Company anticipated, however, that it would be able to file
the Report within 15 days after March 28.
The Company reported on Form 12b-25/A, Amendment Number 1, filed with the
Commission on April 14, 2003 that the Company continued to be unable to file the
Report. The Company anticipated, however, that the Report would be filed during
the week of April 28, 2003.
The Company continues to be unable to file the Report because it has not yet
completed its 2002 year-end financial statements. In the course of the Company's
work on those statements, and in the course of work by KPMG LLP on their audit
of those statements, it has been determined that
* The statements cannot be completed, and an audit of the statements cannot be
completed, until certain entries and accounts upon which the statements are
based are substantiated, reconciled or corrected, as applicable.
* The Company's internal controls over financial reporting appear to be
inadequate and should be strengthened.
At the recommendation of KPMG, the Company is in the process of retaining
another accounting firm to assist the Company in determining whether the above
referenced accounting entries are accurate or inaccurate and, if inaccurate, the
cause of the inaccuracy (that is, whether the inaccuracy was caused by system
error or deficiency, error in judgment, negligence, intentional action, or other
cause).
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Duane D. Kimble, Jr. 513 527-9705
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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?
[x]Yes [ ]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.
The Company currently estimates that it will report, for the full year
ended December 28, 2002, a net loss attributable to common shareholders in
the range of $6,700,000 to $7,500,000, inclusive of asset impairment
charges estimated in the range of $2,600,000 to $2,900,000. By way of
comparison, the Company sustained a net loss attributable to common
shareholders of $6,237,000 during the year ended December 29, 2001.
As described in the Company's Report on Form 8-K filed with the Commission
on January 10, 2003, the Company completed a refinancing transaction on
December 31, 2002 (three days after the end of the Company's fiscal year).
As reported on the Form 8-K, the refinancing transaction resulted in gain
to the Company from extinguishment of debt. The estimated gain in the
amount of approximately $2,400,000 after deduction of applicable expenses
will be recognized during the Company's first fiscal quarter of 2003.
Cautionary Statement. The estimates reported in this form should be viewed as
forward looking statements and may differ from results as finally determined
upon completion of the applicable financial statements.
Sight Resource Corporation
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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 May 12, 2003 By /s/ Duane D. Kimble, Jr.
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Duane D. Kimble, Jr.
Vice President and
Chief Financial Officer