Plastic2Oil Inc (PTOI)

[scion]

Let’s take these requirements in turn. As you will see, Rule 12b-25 has some aspects that may test Alice’s ability to believe six impossible things before breakfast.

When does the Form 12b-25 need to be filed and when does the five or 15 calendar day period start to run?

The Form 12b-25 must be filed no later than one business day after the due date of the late periodic report. See Rule 12b-25(a). The five or 15 calendar day period begins following the original due date of the periodic report, meaning that day one of the five or 15 day period is the day after the due date of the original filing, not the day following the due date of the Form 12b-25. Bear in mind that the standard provisions regarding Saturdays, Sundays and holidays under Rule 0-3 apply to determine the original due date of the filing.

Just as an example, let’s say that the actual due date of a Form 10-K fell on Sunday, September 13. The Form 10-K will be considered timely if the company files it by Monday, September 14. If the company will not be able to timely file the Form 10-K, then the Form 12b-25 must be filed by Tuesday, September 15 and the company will need to file the Form 10-K no later than fifteen calendar days after September 14, i.e., September 29.

What sort of disclosure is required? Can I get away with Jabberwocky or do I need to have something more persuasive?

The disclosure regarding the reason for the late filing is important. Don’t let the title lead you astray -- Form 12b-25 is a disclosure document, so keep the liability issues firmly in mind as you explain why the toves are slithy and “twas brillig.”

What about the representation that the filing will be made within the deadline? Alice tells you that March Hare is not likely to file its 10-K within 15 calendar days. Should it still file a Form 12b-25?

Yes – a company should file a Form 12b-25 regardless of whether it expects to file the report within the extension period. See C&DI 107.01. In this case, the company would not check the boxes in Part II of Form 12b-25, which contains a representation that the report will be filed on or before the fifth or 15th calendar day following the due date. These can be tricky situations to sort out in real time (for example, different people involved may have different views as to whether the filing really can be made on time). If you happen to face these issues, let’s talk.

http://www.wowlw.com/shelf-registration/late-for-a-very-important-date--consequences-of-late-sec-filings-and-the-application-of-rule-12b-25/