NT 10-K 1 form12b-25.htm NT 10-K (FORM 12B-25) form12b-25.htm
 
 

     SEC FILE NUMBER
     001-31796
 
     CUSIP NUMBER
     Common: 927426-10-6
     Preferred: 927426-40-3
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING
 
(Check One):         ý  Form 10-K  ¨  Form 20-F  ¨  Form 11-K  ¨  Form 10-Q  ¨  Form 10D
¨  Form N-SAR  ¨  Form N-CRS
 
For Period Ended:  December 31, 2007

¨    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:________________________________________________________

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
 

Vineyard National Bancorp
 Full Name of Registrant
 
 
 Former Name if Applicable
 
 1260 Corona Pointe Court
 Address of Principal Execution Office (Street and Number)
 
 Corona, CA 92879
 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)
 
ý (a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
   
o (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 of 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)
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 the 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.
 
The Registrant is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (the “Annual Report”) within the prescribed time without unreasonable effort or expense because of an ongoing review and assessment by the Registrant’s Audit Committee regarding the nature, scope and circumstances of certain internal violations of security policies, procedures and controls concerning the Registrant’s Information Technology function, and the impact, if any, of such violations on the Registrant’s Internal Audit function.

The Audit Committee’s ongoing review and assessment of these matters has delayed the completion of the Registrant’s financial statements. The Registrant intends to file its Annual Report as soon as practicable following completion of the Audit Committee’s review and assessment. Management has discussed this matter with the Registrant’s independent auditors.

This Notification of Late Filing on Form 12b-25 includes certain statements which may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws.  Although the Registrant believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions it can give no assurance that its expectations will be achieved.  Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected.  For forward-looking statements herein, the Registrant claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and other protections under the Federal securities laws.  The Registrant assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise.

PART IV
OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification

Gordon Fong
 
       951
 
               271-4232
(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 is no, identify report(s).
 Yesý  No¨
 
 
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(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?
 Yes¨  Noý

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.

                               Vineyard National Bancorp                                 
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
     
       
Date: March 18, 2008
By:
/s/ Gordon Fong  
    Gordon Fong   
    Executive 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
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS
 
1.
This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
 
2.
One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
 
3.
A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
 
4.
Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
 
5.
Electronic Filers.  This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties.  Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulations S-T (§ 232.201 or § 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§ 232.13(b) of this chapter).
 

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