NTN 10K: Notices of Late Filings of Form 10-K or 10-KSB
Published on April 4, 2006
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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) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ]
Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 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.
Novelis Inc. (the "Company") could not file its annual report on Form 10-K for
the year ended December 31, 2005 with the Securities and Exchange Commission
("SEC") on a timely basis without unreasonable effort or expense in light of the
circumstances described below.
As previously reported in the Company's current report on Form 8-K dated
November 14, 2005, the Company decided to restate its previously issued
financial statements for the first and second quarters of 2005 and delay its
periodic filing for the third quarter of 2005 with the SEC. The conclusion to
restate the first and second quarters and delay filing the third quarter of 2005
arose from management's review of reserves and contingencies in South America.
The Company's Audit Committee and management have engaged special legal counsel
and accounting advisors to assist management in conducting a full review of its
contingent liabilities and reserves, as well as adjustments made to arrive at
its opening balance sheet entries as of January 6, 2005 following its separation
from Alcan. This review, which is ongoing, identified additional errors in the
Company's unaudited condensed consolidated and combined financial statements.
The Company has not yet filed its Form 10-Q/As for the first or second quarters
of 2005 and it has not yet filed its Form 10-Q for the third quarter of 2005.
Due to the additional time required for the Company and its outside advisors to
complete this review and for the Company to determine the effect of the
corrections on the Company's financial statements and prepare its three
quarterly filings, the Company is not able to file its annual report on Form
10-K for the year ended December 31, 2005 by the March 31, 2006 filing deadline
or within the fifteen day filing extension period.
As a result of the delays in filing the Company's periodic reports, it sought
and obtained the consent from its lenders to extend the financial statement
filing and reporting deadlines under the Company's credit agreement for the
quarter ended September 30, 2005, the year ended December 31, 2005 and the
quarter ending March 31, 2006. The Company's lenders extended the filing dates
for its SEC filings as follows: for the Form 10-Q for the quarter ended
September 30, 2005, to April 14, 2006; for its Form 10-K for the year ended
December 31, 2005, to May 31, 2006; and for the quarter ending March 31, 2006,
to June 15, 2006. The Company believes it will file its Form 10-K for the year
ended December 31, 2005 by May 31, 2006 and will file its other SEC reports
within the other waiver periods described above.
As management completes the year-end close process and the consolidated
financial statements, control deficiencies may be identified and those
deficiencies may also individually and in the aggregate constitute one or more
material weaknesses. A material weakness is a control deficiency, or combination
of control deficiencies, that results in more than a remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
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). [ ]Yes [x]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.
At this time, the Company is not in a position to provide with specificity the
amount of any change in its results of operations for the year ended December
31, 2005, as compared to the year ended December 31, 2004 because (1) the Audit
Committee and management are still finalizing their review of the Company's
contingent liabilities and reserves, as well as adjustments made to arrive at
the Company's opening balance sheet entries as of January 6, 2005, (2) the
Company is still completing its financial statements to be included in its Form
10-Q/As for the first and second quarters of 2005 and is Form 10-Q for the third
quarter of 2005, and (3) the Company has not yet closed its books for the fourth
quarter of 2005.
Statements made herein which describe the Company's intentions, expectations or
predictions may be forward-looking statements within the meaning of securities
laws. The Company cautions that, by their nature, forward-looking statements
involve risk and uncertainty and that the Company's actual results could differ
materially from those expressed or implied in such statements. Important factors
which could cause such differences include: the price of aluminum; global supply
and demand conditions for rolled aluminum products; changes in the relative
value of various currencies; demand and pricing within the principal markets for
the Company's products; changes in government regulations, particularly those
affecting environmental, health or safety compliance; economic developments;
relationships with (and financial or operating conditions of) customers and
suppliers; competition from other aluminum rolled products producers as well as
from substitute materials such as steel, glass, plastic and composite materials;
the level of our indebtedness and ability to generate cash; and other factors
relating to the Company's ongoing operations. Additional important factors that
could cause such differences in actual results include: the materiality of items
identified during the review and restatement process; and the timing to complete
the review and restatement. Reference should be made to the Company's
registration statement on form S-4 filed with the Securities and Exchange
Commission for a discussion of major risk factors.
Novelis Inc. has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 3, 2006 By: \s\ Geoffrey P. Batt
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Name: Geoffrey P. Batt
Title: Chief Financial Officer