UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NO.
0-33001
CUSIP NUMBER
639050103
| NT 10-Q 1 dnt10Q.htm FORM NT 10-Q | ||
| ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR | ||
| For Period Ended: March 31, 2013 | ||
| ¨ 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 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
Natus Medical Incorporated
Full Name of Registrant:
Former Name if Applicable:
1501 Industrial Road
Address of Principal Executive Office (Street and Number):
San Carlos, California 94070
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 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 or 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
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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
The registrant (the “Company”) expects that it will not be able to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 on or before the fifth calendar day following the prescribed due date. The delay has resulted primarily from the Company’s implementation in 2012 of a new enterprise resource planning (“ERP”) system for its North American operations, exclusive of the operations of the Nicolet business that was acquired on July 2, 2012.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Jonathan A. Kennedy | (650) | 802-0400 | ||||||
| (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.
In a press release dated May 6, 2013, and included as Exhibit 99.1 to a Form 8-K that was filed as of the same date, the Company reported preliminary results of operations for the quarter ended March 31, 2013 wherein the Company stated that it expected to report revenue of $84 million to $86 million and non-GAAP diluted earnings per share of $0.11 to $0.14.
| (4) | Exhibits. |
Natus Medical Incorporated
(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 13, 2013 | By: | /s/ Jonathan A. Kennedy | |||||||
| Name: Jonathan A. Kennedy | ||||||||||
| Title: Senior Vice President Finance and Chief Financial Officer |