- Notification that Quarterly Report will be submitted late (NT 10-Q)
May 12 2009 - 1:33PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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Commission
File Number
000-51991
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(Check One):
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¨
Form 10-K
¨
Form
20-F
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Form 11-K
x
Form 10-Q
¨
Form N-SAR
¨
Form N-CSR
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For Period Ended: March 31, 2009
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¨
Transition Report on Form 10-K
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¨
Transition Report on Form 20-F
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¨
Transition Report on Form 11-K
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¨
Transition Report on Form 10-Q
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¨
Transition Report on Form N-SAR
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For the Transition Period Ended:
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Read Instruction (on back page) 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.
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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
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Basin Water, Inc.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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9302 Pittsburgh Avenue, Suite 210
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Address of Principal Executive Office
(Street and Number)
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Rancho Cucamonga, CA 91730
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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.)
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x
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, 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
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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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.
Basin Water, Inc. (the Company) is unable to file its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the March 2009 Form 10-Q) in a timely manner without unreasonable effort and expense in light of the circumstances described below.
As previously reported, the Company filed an Annual Report on Form 10-K/A to restate its consolidated financial statements for the years ended
December 31, 2007 and 2006 and filed a Quarterly Report on Form 10-Q/A to restate its consolidated financial statements for the quarter ended March 31, 2008. The Company also filed its Quarterly Reports on Form 10-Q for the quarters ended
June 30, 2008 and September 30, 2008, both of which were delayed as a result of the restatement. This also resulted in the Company filing its Annual Report on Form 10-K for the year ended December 31, 2008 on March 31, 2009. The
Companys efforts and allocation of additional resources with respect to these filings caused significant diversion of managements time and attention. In addition, on April 14, 2009, the Company received additional comments from the
Staff of the Division of Corporation Finance of the Securities and Exchange Commission regarding accounting and financial statement disclosures in its Annual Report on Form 10-K/A for the year ended December 31, 2007. The Company is currently
in the process of responding to the comments. Finally, the Company is analyzing its remaining investment in Empire Water Corporation, and the Company is determining the amount of further impairment in that investment. As a result, the Company will
delay the filing of its Form 10-Q for the quarter ended March 31, 2009.
The Company is working to complete this process as soon as
practicable and currently intends to file the March 2009 Form 10-Q within five days following the original due date as provided under Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.
PART IV OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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W. Christopher Chisholm
Chief Financial Officer
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(909) 481-6800
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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 the answer is no, identify report(s).
x
Yes
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No
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(3)
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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
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No
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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 anticipates that there will be significant changes in its result of operations for the
three months ended March 31, 2009 compared to the three months ended March 31, 2008. The Company expects to report a net loss of approximately $6.2 million, or $0.28 per basic and diluted share, in three months ended March 31, 2009,
vs. a net loss of $5.2 million, or $0.24 per basic and diluted share, in the three months ended March 31, 2008. The higher net loss in the 2009 quarter resulted from a significant increase in other expense due to the further impairment of the
Companys remaining investment in Empire Water Corporation.
Forward-Looking Statements
This Form 12b-25 contains forward-looking statements made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by their use of words, such as estimate, expect, intend, anticipate and other words and
terms of similar meaning, in connection with any discussion of the Companys financial statements, business, financial condition, results of operations or liquidity. Actual results may differ materially from these expectations due to various
risks and uncertainties, including: the satisfactory resolution of the comments from the Securities and Exchange Commission, negative reactions from the Companys stockholders, creditors or customers to the Companys restatement of its
financial statements, the existence of other errors that may require further adjustment of the Companys financial statements, the impact and result of any litigation, investigation or other action by The Nasdaq Stock Market, the Securities and
Exchange Commission, any other governmental agency or other parties related to the Companys restatement of its financial statements, the effectiveness of any cost-saving measures by the Company, the Companys limited operating history,
significant operating losses associated with certain of the Companys contracts, significant fluctuations in its revenues from period to period, its ability to effectively manage its growth, the success of the Companys strategic partners,
its long sales cycles, market acceptance of its technology, the geographic concentration of its operations and customers, its ability to meet customer demands and compete technologically, the Companys ability to enter into service and
maintenance contracts with system sales, the Companys ability to protect its intellectual property, regulatory approvals of the Companys systems, changes in governmental regulation that may affect the water industry, particularly with
respect to environmental laws, the Companys ability to attract and retain qualified personnel and management members, the Companys ability to manage its capital to meet future liquidity needs, changes in the board of directors and
management members, the timing of the Companys stock repurchases, if any, and the results of the Companys strategic alternative review. More detailed information about these risks and uncertainties are contained in the Companys
filings with the Securities and Exchange Commission, including the Companys Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent Quarterly Reports on Form 10-Q. The Company cautions readers not to place undue reliance
on any forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to update or revise any forward-looking statements.
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Basin Water, Inc.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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Date
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May 12, 2009
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By
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/s/ W. Christopher Chisholm
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W. Christopher Chisholm
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Chief Financial Officer
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