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OMB
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OMB Number: 3235-0058
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SEC FILE
NUMBER |
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001-10655
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CUSIP
NUMBER |
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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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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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August 24, 2007 |
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o Transition Report on
Form 10-K |
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o Transition Report on
Form 20-F |
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o Transition Report on
Form 11-K |
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o Transition Report on
Form 10-Q |
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o 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.
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
Environmental
Tectonics Corporation
Full Name of
Registrant
Former Name if
Applicable
125 James Way,
County Line Industrial Park
Address of Principal
Executive Office (Street and Number)
Southampton,
Pennsylvania 18966
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)
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þ |
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(a)
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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)
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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
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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, 10-D, N-SAR, N-CSR, or the
transition report or portion thereof, could not be filed within the prescribed
time period.
The second fiscal
quarter of Environmental Tectonics Corporation (the Company) ended on August 24, 2007. Accordingly, the Companys Quarterly Report on Form 10-Q is required
to be filed by October 8, 2007.
The Company previously disclosed, in a
Current Report on Form 8-K dated June 28, 2007, that it had reached a tentative
settlement in its litigation matter with the United States Navy (the
Government), captioned Environmental Tectonics Corporation v. United States.
In September 2007, at the Governments request, the Company agreed to increase
the amount to be paid to the Government from $3.3 million to $3.55 million. All
other terms of the proposed settlement remain unchanged. The Company is
continuing to analyze the impact of the tentative settlement with the Government
on its financial statements and is unable to complete this analysis in time for
filing the Companys Quarterly Report on Form 10-Q by October 8,
2007.
As a
result of the foregoing, the Company was unable to complete and file its
Quarterly Report on Form 10-Q on a timely basis and to do so would have required
it to use unreasonable effort and to incur unreasonable expense.
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SEC 1344 (05-06) |
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Persons who are to respond to the collection of information contained in
this form are not required to respond unless the form displays a currently valid
OMB control number.
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(Attach extra
Sheets if Needed)
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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Duane
D. Deaner |
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(215) |
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355-9100 |
(Name) |
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(Area Code)
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(Telephone Number) |
(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 answer is no,
identify report(s).
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Yes þ No o
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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?
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Yes þ No o
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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.
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Subsequent to the end of the Companys second fiscal quarter ended August 24,
2007, the Company agreed, at the Governments request, to increase the amount to
be paid to the Government from $3.3 million to $3.55 million in connection with
a tentative settlement in its litigation matter with the Government, captioned
Environmental Tectonics Corporation v. United States. The tentative settlement
was originally disclosed by the Company on a Current Report on Form 8-K dated
June 28, 2007.
The matter with the Government related to a contract for
submarine rescue decompression chambers. The Companys tentative settlement
regarding the Governments counterclaims in the matter, which is subject to
necessary government approvals, will require the Company to pay to the
Government $3.55 million and to transfer the submarine rescue decompression
chambers to the Government, at which time the Company will have no further
obligations or claims under the contract. The approval process may take up to 90
days from the date of this Form 12b-25. There can be no assurance that the
settlement will be finalized or approved. In the event that the settlement is
not approved, the litigation regarding the Governments counterclaims will
continue.
In connection with the settlement agreement, the Company recorded
a net pre-tax charge of $5.9 million for the first quarter of fiscal 2008, which
ended May 25, 2007 and expects to record a net pre-tax charge of $250,000 for
the second quarter of fiscal 2008, which ended August 24, 2007.
ENVIRONMENTAL TECTONICS CORPORATION
(Name of Registrant
as Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date
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August 9, 2007 |
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By |
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/s/ Duane D. Deaner |
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Duane D. Deaner |
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Chief Financial Officer |