Plastic2Oil Inc (PTOI)

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Got 30 more days to get the 10Q out.

Really?

What Late SEC Filers Need to Know

Article contributed by:
Kevin C. Smith, Chadbourne & Parke LLP
http://www.chadbourne.com/files/Publication/8c793188-13cd-4b5c-8894-981185b4d15a/Presentation/PublicationAttachment/2a46a74c-d333-46a4-991e-9a3bc2c378f0/WhatLateSECFilersNeedtoKnow_BloomLaw102005.pdf


In the wake of regulations implemented by the Securities and Exchange Commission under the Sarbanes-Oxley Act of 2002, including increased disclosure in periodic SEC reports (e.g., Section 404 internal control assessmeNT) and accelerated filing deadlines for those reports, as well as increased scrutiny from regulators, a number of public companies have missed their annual 10-K or quarterly 10-Q filing deadlines. Add to that the significaNT expansion of events that now trigger curreNT reporting with the SEC on Form 8-K and the compressed 8-K filing deadline, and what was once a relatively rare occurrence for many public companies -- missing an SEC filing deadline -- has become a reality. If you are in the legal or finance departmeNT of a public company that finds itself missing an SEC filing deadline, these are some of the importaNT issues that you need to be thinking about.

Notification to SEC of Inability to File on Time

If an annual report on Form 10-K or a quarterly report on Form 10-Q is not filed within the required time period, the issuer must file with the SEC within one business day of the due date for the report a Form 12b-25 (designated as an “NT 10-K” or “NT 10-Q” in the EDGAR filing system) disclosing its inability to file the report timely and the reason for the delay. If a Form 10- K or Form 10-Q cannot be filed timely, because the company is unable to file “without unreasonable effort or expense”, the report will be deemed to be filed on the filing due date if the company timely files a Form 12b-25, and then files the report not later that the 15th calendar day (for a 10-K) or 5th calendar day (for a 10-Q) following the due date for the missed report.

Note that Rule 12b-25 filing extensions are not available for Form 8-K filings.

Violation of the Exchange Act; SEC Enforcement

The failure to file a required SEC report on time constitutes a violation of Section 13(a) of the Exchange Act and the SEC could institute an administrative proceeding against the late filer, among other things, seeking revocation of the company’s registration under the Exchange Act. These proceedings by the SEC are uncommon and are typically aimed at recurring and egregious
violations.

Disclosure Issues; Insider Trading Concerns

Companies listed on the NYSE or Nasdaq are generally required to issue a press release announcing the failure to file timely a periodic report. Late filers typically file a Form 8-K under Item 8.01 (Other Events) reporting the late filing by attaching a copy of the press release. In addition, companies that receive a notice of delisting or failure to satisfy a continued listing rule
or standard must report the notice on Form 8-K under Item 3.01. As discussed below, the NYSE also strongly encourages companies to provide ongoing disclosure on the status of a delinqueNT annual filing to the market through press releases.

http://www.chadbourne.com/files/Publication/8c793188-13cd-4b5c-8894-981185b4d15a/Presentation/PublicationAttachment/2a46a74c-d333-46a4-991e-9a3bc2c378f0/WhatLateSECFilersNeedtoKnow_BloomLaw102005.pdf