Basin Water, Inc. - Notification that Quarterly Report will be submitted late (NT 10-Q)
11 Agosto 2008 - 9:44AM
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
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Form
20-F
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Form 11-K
x
Form 10-Q
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Form N-SAR
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Form N-CSR
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For Period Ended:
June 30, 2008
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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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Former Name if Applicable
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8731 Prestige Court
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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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(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 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.
Basin Water, Inc. (the Company) is unable to file
its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (the Form 10-Q) in a timely manner without unreasonable effort and expense in light of the circumstances described below.
In connection with the preparation of the Form 10-Q, the Company identified issues relating to its revenue recognition for certain specific transactions,
and the Audit Committee of the Companys Board of Directors (the Audit Committee) is conducting an internal review with respect to the Companys accounting for certain specific transactions. The Company will be unable to file
its Form 10-Q until completion of the Audit Committees internal inquiry. The Company expects to file the Form 10-Q as soon as reasonably practicable thereafter, but does not expect to be able to do so within the extension period of five
calendar days 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 and six months ended June 30, 2008 compared to the three and six months ended June 30, 2007 as a result of a significant increase in its selling, general and administrative expenses in
the three and six months ended June 30, 2008 as compared to the same period in the prior year. Until filing of the Form 10-Q, the Company will be unable to provide its final results of operations for the period covered by the subject report or any
quantitative information regarding the changes in results of operations from the corresponding period for the last fiscal year.
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 results of the Audit Committees internal inquiry regarding the Companys accounting, negative reactions from
the Companys stockholders, creditors or customers to the delay in providing financial information, the impact and result of any litigation, investigation or other action by The Nasdaq Stock Market, the SEC, any other governmental agency or
other parties related to the Company or its delay in providing financial information, the Companys limited operating history, significant operating losses associated with certain of the Companys contracts, the Companys ability to
identify and consummate other acquisition opportunities that improve the Companys revenues and profitability, 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 and the timing of the Companys stock repurchases, if any. 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, 2007 and subsequent Quarterly Reports on Form 10-Q. The Company assumes no obligation to update these forward-looking statements to reflect any
change in future events. 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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August 11, 2008
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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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