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SEC FILE NUMBER 001-31451 |
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CUSIP NUMBER 074002 10 6 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check
one):
þ Form 10-K
o Form 20-F
o Form 11-K
o Form 10-Q
o Form N-SAR
o Form N-CSR
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For Period Ended: December 31, 2008 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition 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 I REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
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)
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(a) The reason described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense |
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(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-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 |
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(c) The accountants statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
TABLE OF CONTENTS
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)
On
February 18, 2009, BearingPoint, Inc. (the Company) along with certain of its
subsidiaries based in the United States filed voluntary petitions for relief under Chapter 11 of
Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court
for the Southern District of New York (the Court), Case Number 09-10691 (REG) (the Chapter 11
Cases). The Company continues to operate its business as debtors-in-possession under the
jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code
and the orders of the Court.
During the period leading up to the Companys voluntary petitions for relief under Chapter 11,
the Companys management team was focused on preparing documentation for the Chapter 11 Cases and
on negotiating and discussing its reorganization plan with its creditors. The Companys available
management and financial resources have been particularly strained following the commencement of the
Chapter 11 Cases because the Companys management and its external advisers have devoted
considerable attention to the Companys reorganization efforts. Consequently, the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2008 could not be filed within the
prescribed period because of the burdens associated with the Chapter 11 Cases and the Companys
financial and liquidity issues. In addition, the Company expects that, because of the Chapter 11
Cases and the uncertainties related to the bankruptcy process, the audit report on the Companys
2008 consolidated financial statements of Ernst & Young LLP, the Companys independent registered
public accounting firm, will include an explanatory paragraph indicating that substantial
doubt exists as to the Companys ability to continue as a going concern. The Company is also
preparing for the Court, pursuant to the Bankruptcy Code, monthly operating reports which will
be filed as a matter of public record and will include financial disclosures.
Such inability to file the Form 10-K could not have been eliminated by the Company without
unreasonable effort or expense. As a result of the aforementioned
issues, the Company believes that it will not be
in a position to file the Form 10-K by the fifteenth calendar day following the required filing
date, March 16, 2009, as prescribed in Rule 12b-25, and further cannot make any assurances as to
when it will complete and file the Form 10-K.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification.
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Kenneth A. Hiltz
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(703)
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747-3000 |
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(Name)
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(Area Code)
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(Telephone Number) |
(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 answer is no, identify report(s). Yes þ No o |
(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? |
Yes þ No o
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.
As discussed above, the Company filed voluntary petitions for relief under Chapter 11 of Title
11 of the Bankruptcy Code. In anticipation of the bankruptcy filings, the Company has primarily
focused on preparing documents for the Chapter 11 Cases and
negotiating and discussing its reorganization plan with its creditors.
Subsequent to the commencement of the Chapter 11 Cases, the Company has been devoting its resources
to its reorganization. Currently, reasonable estimates of the results cannot be made due to the
burdens the Chapter 11 Cases have imposed on the Companys
available management and financial resources.