UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12B-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-21068
(Check One): [ ] Form 10K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: September 25, 2004
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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)
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;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 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 portion thereof, could not be filed
within the prescribed time period.
As previously reported, the Company's 2002 and 2003 year-end financial
statements have not been audited or certified. In view of the Company's
previously reported Chapter 11 bankruptcy filing, and in view of the resignation
of the independent accounting firm previously engaged to audit the Company's
financial statements (also as previously reported), it is doubtful that such
statements will ever be certified. Under such circumstances, the Company is
presently unable to generate GAAP compliant statements for subsequent interim
periods for inclusion in filings on Form 10-Q.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Donald Radcliff 513 527-9718
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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) [ ]Yes [X]No
As previously reported, the Company has not yet filed its Annual Reports on Form
10-K for the years ended December 28, 2002 or December 27, 2003, or its
Quarterly Reports on Form 10-Q for the quarters ended March 29, 2003, June 28,
2003, September 27, 2003, March 27, 2004, and June 26, 2004.
(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.
As stated above, the Company's financial statements for the years ended December
28, 2002 and December 27, 2003 have not been audited or certified. The Company
also has not finalized GAAP compliant financial statements for the quarters
ended March 29, 2003, June 28, 2003, September 27, 2003, March 27, 2004, and
June 26, 2004.
Prior to its bankruptcy filing, the Company operated six retail optical chains.
Those were Cambridge Eye Associates (Massachusetts and New Hampshire), Vision
World (Rhode Island), E. B. Brown Opticians (Ohio and Pennsylvania), Eyeglass
Emporium (Indiana), Vision Plus (Louisiana and Mississippi), and Kent Optical
(Michigan). Immediately prior to the bankruptcy filing, the Company assigned
leases covering 20 Kent Optical locations to a third party purchaser. In
connection with the bankruptcy filing, the Company requested and obtained
Bankruptcy Court approval for the rejection of leases of 30 of the 32 E. B.
Brown Optician stores, all 15 Vision Plaza stores, the two remaining stores
operated under the Kent Optical name, and one Eyeglass Emporium store. As of
June 23, 2004, the Company discontinued operations in the stores previously
operated in locations covered by the leases as to which approval to reject was
requested and has been obtained. The Company's continuing operations include 19
stores operating under the name of Cambridge Eye Associates, six stores
operating under the name Vision World, six stores operating under the name
Eyeglass Emporium, and one E. B. Brown Optician stores. As a result of the
foregoing, the scope of the Company's operations during the third quarter of
2004 is much reduced from the scope of those operations during the third quarter
of 2003.
By Form 8-K Report filed with the Securities and Exchange Commission on October
27, 2004, the Company furnished certain consolidated balance sheet information
and consolidated operating statement information from its operating reports for
the period from June 24, 2004 (the date of the filing of its petition under
Chapter 11 of the Bankruptcy Code) to September 30, 2004 filed with the United
States Bankruptcy Court for the Southern District of Ohio. As that information
reflects, the Company sustained an operating loss during its third fiscal
quarter of 2004 (quarter ended September 25, 2004). Largely because of the
reduced scale of the Company's operations (as reflected in the preceding
paragraph), that loss is believed to be significantly less than the operating
loss sustained during the third quarter of 2003.
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 November 9, 2004 By /s/ Donald Radcliff
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Donald Radcliff
Chief Financial Officer