-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SlaT/RyIFvV4exIKOpw2W/0Y07J1tjKmalEWEXPYs/w79BuvV2BMytZo3z8tL6iK Qd862KkrwkxfL6jqJ4mgug== 0000897204-00-000047.txt : 20000331 0000897204-00-000047.hdr.sgml : 20000331 ACCESSION NUMBER: 0000897204-00-000047 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTO GUZZI CORP /DE/ CENTRAL INDEX KEY: 0001004650 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 133853272 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-22813 FILM NUMBER: 588560 BUSINESS ADDRESS: STREET 1: 5 E 59TH ST STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124864444 MAIL ADDRESS: STREET 1: 375 PARK AVE STREET 2: STE 1606 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NORTH ATLANTIC ACQUISITION CORP DATE OF NAME CHANGE: 19970515 FORMER COMPANY: FORMER CONFORMED NAME: ORION ACQUISITION CORP I DATE OF NAME CHANGE: 19951221 NT 10-K 1 FORM 12B-25 FOR MOTO GUZZI CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING (Check One): |X|Form 10-K |_|Form 20-F |_|Form 11-K |_|Form 10-Q |_|Form N-SAR For Period Ended:December 31, 1999 ----------------- [] 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:_________ 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: Moto Guzzi Corporation Former Name if Applicable: North Atlantic Acquisition Corp. Address of Principal Executive Office (Street and Number): 350 Park Avenue City, State and Zip Code: New York, New York 10022 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 12(b)-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; |X| | (b) The subject annual report, semi-annual report, transition | report on Form 10-K, Form 20-F, 11-K or Form N-SAR, 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 the reasons why Forms 10-K, 20-F, 11-K, 10Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. In January 2000, Trident Rowan Group, Inc. the ultimate Parent company of Moto Guzzi Corp. engaged Banca di Intermediazione Mobiliare IMI S.p.A. ("IMI"), a leading Italian investment bank, to pursue strategic alternatives to enhance shareholder value in its shareholding in Moto Guzzi Corporation. The ensuing process has necessitated significant time involvement of the financial staff of the Company to collaborate with IMI resulting in delays in completion of year end accounting procedures. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Nick Speyer 212 735-8609 (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 reports(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 earning 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 of the results cannot be made. The merger of Moto Guzzi Corp. and North Atlantic Acquisition Corp. has been accounted for as a reverse acquisition by Moto Guzzi Corp. and, accordingly, the results reported in the year ended December 31, 1999 and December 31, 1998 are those of Moto Guzzi Corp. and not those of North Atlantic Acquisition Corp., a non-operating company formed only for the purpose of acquiring or merging with an operating business. The results of operations for the year ended December 31, 1999 compared to the year ended December 31, 1998 reflect the following significant changes: Net sales increased by 7.6 % from Lit. 83.8 billion to Lit. 87.1 billion. Unit sales increased by 11.1% to 6,275 in the year ended December 31, 1999 compared to 5,647 in the year ended December 31, 1998. Average selling prices declined as a result of product mix. Gross margins decreased from Lit. 8.8 billion or 10.6% as an incidence of net sales in the year ended December 31, 1998 to Lit. 7.6 billion, or 8.7 % in the year ended December 31, 1999, due principally to lower average margins of the mix of units sold in 1999. Selling, general and administrative expenses increased from Lit. 16.0 billion in the year ended December 31, 1998 to Lit. 20.5 billion in the year ended December 31, 1999 reflecting a new management team installed at Moto America and the development of the U.S. sales network, additional marketing expense in Italy and additional corporate costs related to the company's public listing status as well as costs in the fourth quarter related to ultimately unsuccessful negotiations with a potential strategic partner. Research and development costs fell from Lit. 4.3 billion in 1998 to Lit. 2.9 billion in 1999, reflecting lack of available finance. The company also expenses Lit. 0.9 billion of tooling related to development projects in the fourth quarter of 1999 reflecting curtailment of its development plans for financial reasons. In 1998, the Company incurred a reorganization charge of Lit. 4.1 billion relating to existing product and development project abandonment. As a result of the above factors, net loss for the year ended December 31, 1999 increased to Lit. 20.3 billion compared to Lit. 22.0 billion for the year ended December 31, 1998. THE COMPANY IS STILL IN THE COURSE OF DEFINING FINAL ESTIMATES AND ANALYSES FOR ITS FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE AUDIT OF SUCH FINANCIAL STATEMENTS IS INCOMPLETE. THE COMPANY DOES NOT EXPECT MATERIAL CHANGES FROM THE FIGURES STATED ABOVE. MOTO GUZZI 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 March 30, 2000 By: /s/ Nick Speyer ----------------------------- ---------------------------------- Nick Speyer Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----