UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): | x Form 10-K | ¨ Form 20-F | ¨ Form 11-K | ¨ Form 10-Q | ||||
| ¨ Form 10-D | ¨ Form N-SAR | ¨ Form N-CSR | ||||||
For Period Ended: December 31, 2012
| ¨ | 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
KVH Industries, Inc.
Full name of Registrant
N/A
Former Name if Applicable
50 Enterprise Center
Address of Principal Executive Office (Street and Number)
Middletown, RI 02842
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; | |||
|
x |
(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 subject distribution report on Form 10-D, 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
We were unable to file our annual report on Form 10-K for the year ended December 31, 2012 in a timely manner because during the process of performing our final internal procedures for the completion of our consolidated financial statements, our management identified certain expense transactions at one of our international subsidiaries that required further review. We are completing our review of these transactions and do not expect that they will have any material impact on our previously reported financial results; however, we and our independent registered public accounting firm, KPMG LLP, require additional time to complete our review of our financial reporting process.
We currently expect to file our annual report on Form 10-K within the fifteen day extension period provided by Rule 12b-25, but there can be no assurance that we will be able to file our annual report on Form 10-K by any particular date.
PART IV – OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification:
| Peter Rendall |
(401) |
847-3327 | ||
| (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 the 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?
Yes x 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.
We anticipate that our consolidated statement of operations for the year ended December 31, 2012 to be included in the annual report on Form 10-K for the year ended December 31, 2012 will be consistent in all material respects with the changes in our results of operations that we reported in our press release dated February 12, 2013, “KVH Industries Reports Fourth Quarter and Full Year 2012 Results,” which was filed as Exhibit 99 to our current report on Form 8-K dated February 12, 2013. The unaudited condensed consolidated statements of operations for the years ended December 31, 2012 and 2011 are incorporated herein by reference.
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KVH Industries, Inc.
(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: March 19, 2013 | By: | /s/ Peter Rendall | ||||||
| Peter Rendall Chief Financial Officer | ||||||||
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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