U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 001-9178
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K and Form 10-KSB [X] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 2005
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[ ] 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
Koor Industries Ltd.
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Full Name of Registrant
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Former name if applicable
14 Hamelacha Street
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Address of principal executive office (Street and number)
Rosh Ha'ayin 48091, Israel
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City, State and Zip Code
PART II
RULE 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 reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
{b) The subject annual report, semi-annual report, transition report on
transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or
[X] 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 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 Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed period. (Attach extra sheets if needed.)
Koor Industries Ltd. (the "Company") was unable to timely file its
annual report on Form 20-F for the year ended December 31, 2005 (the "20-F")
without unreasonable effort and expense. Specifically, the Company was unable to
complete its review of the U.S. GAAP reconciliation of its consolidated
financial statements for the year ended December 31, 2005 with its independent
auditors in time to complete the 20-F by before the prescribed due date.
The Company anticipates completing the U.S. GAAP reconciliation of the
Company's financial statements within the next few days and will file the 20-F
on or before the fifteenth calendar day following the prescribed due date for
the 20-F.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Shlomo Heller, General Counsel 011-972-3-900-8420
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(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).
[X] Yes [ ] 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?
[X] Yes [ ] No
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 reporting, for Israeli GAAP purposes: (i)
revenues and earnings of approximately NIS 1.58 billion ($342 million) for the
year ended December 31, 2005 compared to revenues and earnings of approximately
NIS 7.97 billion ($1.73 billion) for the year ended December 31, 2004; (ii)
earnings before income tax of approximately NIS 337 million ($73 million) for
the year ended December 31, 2005 compared to earnings before income tax of
approximately NIS 824 million ($179 million) for the year ended December 30,
2004; and (iii) net earnings of approximately NIS 313 million ($68 million) for
the year ended December 31, 2005 compared to net earnings of approximately NIS
145 million ($31 million) for the year ended December 31, 2004.
References herein to "NIS" are to New Israeli Shekels and references
herein to "$"are to U.S. dollars. All U.S. dollar amounts presented are
convenience translations of the applicable NIS amounts based on the NIS/U.S.
dollar exchange rate on December 31, 2005 (NIS 4.603 = $1.00), as published by
the Bank of Israel.
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Koor Industries Ltd.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 30, 2005 By: /s/ Ran Maidan
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Ran Maidan
Senior Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001)
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