UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): Form 10-K Form 20-F X Form 10-Q Form N-SAR Form N-CSR
For Period Ended: September 30, 2005
------------------
[ ] Transition Report on 10-K
[ ] Transition Report on 20-F
[ ] Transition Report on 11-K
[ ] Transition Report on 10-Q
[ ] Transition Report on N-SAR
For the Transaction Period Ended:
----------------
--------------------------------------------------------------------------------
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 1 - REGISTRANT INFORMATION
Zapata Corporation
--------------------------------------------------------------------------------
Full Name of Registrant
N/A
--------------------------------------------------------------------------------
Former Name if Applicable
100 Meridian Centre, Suite 350
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Rochester, New York 14618
--------------------------------------------------------------------------------
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)
(a) The reason described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense.
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 10-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 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 why forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra Sheets if Needed)
As previously reported in the Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission (the "SEC") on August 31, 2005 and
Current Report on Form 8-K filed with the SEC on September 26, 2005, three of
the fish processing facilities of Omega Protein Corporation ("Omega"), a
majority-owned subsidiary of Registrant, were severely damaged as a result of
Hurricanes Katrina and Rita.
Omega Protein has reported that it requires additional time to ensure that its
estimates of damage amounts and insurance recovery from the hurricanes will be
accurate. Omega has informed the Registrant that as a result of Hurricanes
Katrina and Rita, Omega will be unable to prepare and timely file its Quarterly
Report on Form 10-Q for the period ended September 30, 2005 (the "Omega 10-Q").
Omega intends to file the Omega 10-Q within the five day extension period.
As a result of Omega's inability to prepare its financial statements and timely
file the Omega 10-Q, the Registrant is unable to prepare and timely file its
Quarterly Report on Form 10-Q for the period ended September 30, 2005. The
Registrant intends to file its third quarter Quarterly Report on Form 10-Q
within the five day extension period.
SEC 1344 (07-03) 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 number.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Leonard DiSalvo 585 242-2000
---------------- -------------- -------------------
(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 answer no,
identify report(s).
Yes [X] No
--------------------------------------------------------------------------------
(3) Is it anticipated that any significant change in the results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statement to be included in the subject report or portion
thereof?
Yes [X] No
-2-
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.
For the three and nine month periods ended September 30, 2005, the
Registrant is estimating net losses of approximately $13.2 million and $12.6
million, respectively, resulting primarily from the third quarter recognition of
a $10.8 million loss on the proposed sale of the Company's shares of Safety
Components International, Inc. Common Stock, and the Registrant's share of
Omega's estimated losses for these periods. Omega Protein has reported that it
is estimating to incur a $9.5 million pre-tax loss for the quarter ended
September 30, 2005 resulting primarily from the recognition of an estimated
$13.2 million charge related to Hurricanes Katrina and Rita. The Registrant's
estimated losses are in contrast to net income of $784,000 and $3.4 million for
the three and nine month periods ended September 30, 2004, respectively.
A substantial portion of the items contributing to the Company's
estimated consolidated results were based upon estimates and assumptions. Actual
amounts, when finalized, could differ materially from those estimates and
changes to those estimates could have a material affect on the Company's
estimated results from operations as described above.
--------------------------------------------------------------------------------
Zapata Corporation
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 10, 2005 By: /s/ Leonard DiSalvo
-----------------------------------------
Leonard DiSalvo, 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
Intentional misstatement or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)