NT 10-Q: Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB
Published on November 15, 2005
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 001-32312
CUSIP NUMBER: ____________
(Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: September 30, 2005
[ ] 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:
PART I--REGISTRANT INFORMATION
NOVELIS INC.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
3399 Peachtree Road NE, Suite 1500
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Address of Principal Executive Office (Street and Number)
Atlanta, Georgia 30326
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City, State and Zip Code
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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, 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.
The quarterly report on Form 10-Q of Novelis Inc. (the "Company") for the period
ended September 30, 2005 could not be filed with the Securities and Exchange
Commission on a timely basis without unreasonable effort or expense in light of
the circumstances described below.
As reported in the Company's press release dated November 7, 2005 and its Form
8-K filed on November 14, 2005, the Company has decided to delay the release of
its third quarter 2005 results in order to review adjustments to certain
reserves and contingencies and expects to restate the Company's previously
issued financial statements for the first and second quarters of 2005. The
Company's Audit Committee has engaged independent outside advisors to review the
accounting treatment of certain reserves and contingencies as well as
adjustments made to arrive at the Company's opening balance sheet as of January
6, 2005.
Due to the additional time required for the independent outside advisors to
conduct this review and for the Company to determine the effect of any resulting
corrections on the Company's financial statements, the decision was made to
delay the filing of the Form 10-Q for the period ended September 30, 2005.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Geoffrey P. Batt (404) 814-4200
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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.
Prior to the completion of the review and a determination of the necessary
corrections as described in response to Part III, above, the Company is unable
to reasonably estimate the anticipated change, if any, from the fiscal quarter
ended September 30, 2004.
NOVELIS INC.
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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 15, 2005 By: /s/ Geoffrey P. Batt
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Name: Geoffrey P. Batt
Title: Chief Financial Officer