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OMB APPROVAL |
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OMB Number: 3235-0058
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Expires: June 30, 2009 |
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Estimated average burden
hours per response ... 2.50 |
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SEC FILE NUMBER |
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001-31451
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CUSIP NUMBER |
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074002 10 6
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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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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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June 30, 2009 |
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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:
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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.
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
100 Crescent Court, Suite 700
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)
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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)
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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 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 accountant’s 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.
(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.
As previously announced, the Company is pursuing the sale of all or substantially all of its
businesses and assets to a number of parties. The Company expects that these sale transactions
will result in modification of the plan of reorganization filed with the Bankruptcy Court on
February 18, 2009 and, if it is successful in selling all or substantially all of its assets, in
the liquidation of the Company’s business and the Company ceasing to operate as a going concern.
On March 23, 2009, the Company and certain of its subsidiaries entered into an asset purchase
agreement to sell a substantial portion of its assets related to the Company’s North American
public services business. The closing of this transaction occurred on May 8, 2009. On April 2,
2009, one of the Company’s indirect subsidiaries entered into a share sale agreement to sell the
Company’s consulting business in Japan. The closing of this transaction occurred on May 11, 2009.
On April 17, 2009, the Company and certain of its subsidiaries entered into an asset purchase
agreement to sell a substantial portion of its commercial services business unit, including its
financial services unit. The closing of this transaction occurred on June 15, 2009.
The Company has also entered into a definitive agreement to sell its interest in a global
development center in China and certain assets of a separate global development center in India.
The transaction with respect to the sale of certain assets of the global development
center in India closed on July 31, 2009 and the Company anticipates
that the China transaction will close within the next several months. On July
9, 2009, the Company and certain of its subsidiaries entered into a stock purchase agreement for
the sale of the Company’s consulting business in Brazil. The
closing of this transaction occurred on July 31, 2009. On July 17, 2009, the Company and certain
of its subsidiaries and affiliates entered into an agreement for the sale of its Europe, Middle
East and Africa business to the Company’s local management team. Also, the Company is in
negotiations with other interested parties and local management to sell its remaining Latin America
and Asia Pacific practices and is in the process of selling certain remaining assets that were not
or will not be sold pursuant to other transactions. There can be no assurance that any of these
transactions will be completed.
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.
Following the commencement of the Chapter 11 Cases, the Company’s available management has
been particularly strained by the considerable attention required for administering the Chapter 11
Cases and marketing, negotiating and consummating the sale of the Company’s businesses and assets.
Furthermore, because of the Company’s current financial position, coupled with the loss of a
significant number of personnel who previously participated in the preparation of the Company’s
periodic reporting obligations, the Company is incapable of absorbing
the costs and tasks associated with
preparing its Form 10-Q (and any other quarterly or annual reports that may be required).
Consequently, the Company will not file the Form 10-Qs for the periods ended June 30, 2009 and
March 31, 2009 and has adopted a “modified reporting” program with respect to its reporting
obligations under the federal securities laws. The Company will continue to file under cover of
Form 8-K copies of the monthly financial reports that are required to be filed with the Court in
lieu of continuing to file quarterly and annual reports under Section 13(a) of the Securities
Exchange Act of 1934, as amended. The Company will also continue to file other current reports on
Form 8-K as required by the federal securities laws. The Company believes that this “modified
reporting” program is consistent with the protection of its investors and creditors as set forth in
the Securities and Exchange Commission’s Exchange Act Release No. 9660, dated June 30, 1972, and
Staff Legal Bulletin No. 2, dated April 15, 1977.
Such inability to file the Form 10-Q could not have been eliminated by the Company without
unreasonable effort or expense.
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| SEC 1344 (05-06) |
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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 control number.
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