-----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, NueZgCUKQaKiDKrnEe62/OPPGWM3X28Gf/TqgYGxT40j9pYCR2VJjX0c623pLYl4 zkSYbbucemnhPR/OGOY8wQ== /in/edgar/work/0000897204-00-000091/0000897204-00-000091.txt : 20001117 0000897204-00-000091.hdr.sgml : 20001117 ACCESSION NUMBER: 0000897204-00-000091 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTO GUZZI CORP /DE/ CENTRAL INDEX KEY: 0001004650 STANDARD INDUSTRIAL CLASSIFICATION: [3751 ] IRS NUMBER: 133853272 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: SEC FILE NUMBER: 000-22813 FILM NUMBER: 771769 BUSINESS ADDRESS: STREET 1: 299 PARK AVE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 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-Q 1 0001.txt NOTIFICATION OF LATE FILING 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 |_|Form 11-K |X|Form 10-Q |_|Form N-SAR For Period Ended: September 30, 2000 ------------------- [] 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: Centerpoint Corporation Former Name if Applicable: Moto Guzzi Corporation Address of Principal Executive Office (Street and Number): 299 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. On September 7, 2000, Moto Guzzi Corporation (the "Company") closed on the sale of all its operating subsidiaries, Moto Guzzi S.p.A., Moto Guzzi North America Inc, Moto Guzzi France Sarl, and MG Motorcycle GmbH, to Aprilia S.p.A. in accordance with the Preliminary Purchase and Sale Agreement dated April 14, 2000 as modified and integrated by the Letter Agreement of August 3, 2000. On September 19, 2000, pursuant to the Share Purchase Agreement and stockholder approval, the Company filed an amendment to its Certificate of Incorporation to change its name to Centerpoint Corporation, effective at the time of filing. The closing with respect to the sale, and the handling of substantial post closing matters has related thereto has required significant time involvement of the financial staff of the Company resulting in delays in completion of quarter end accounting procedures. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Mark S. Hauser 212 644-4441 (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? 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. |X|Yes |_|No Changes in 2000 compared to 1999 On September 7, 2000, the Company completed the sale of its operating subsidiaries to Aprilia S.p.A. This sale represents the discontinuance of motorcycle operations which were the company's only activities and have been accounted for as discontinued operations. The effective accounting date for the sale is July 1, 2000, reflecting the last date for which financial information on the subsidiaries is available. Accordingly, in the third quarter of 2000, the Company has recorded interest income of Lit. 108 million, selling general and administrative expenses of Lit. 27 million and positive exchange differences of Lit. 616 million as continuing operations. The exchange differences relate to the effects of exchange rates on cash balances and escrow receivables in lire from the date of sale through September 30, 2000. In the corresponding period in 1999, the Company had no income or expenses from continuing operations as all its activities related to the disposed motorcycle business. In respect of the discontinued motorcycle operations, in the third quarter of 2000 the Company has recorded a gain on sale of Lit. 66,411 million. There are no taxes payable as the Company believes that the proceeds received are less than the tax base of the subsidiaries sold. There is no loss from operations of the discontinued activities in the third quarter of 2000 as the effective accounting date was July 1, 2000. In the comparison third quarter of 1999, losses from the discontinued motorcycle operations were Lit. 3,753 million. In the third quarter of 2000, Lit. 458 million is included in respect of dividends payable on the Company's Series B Preferred Stock, issued in February 2000 to provide bridge finance to the sold subsidiaries. Such Series B Preferred Stock was redeemed effective September 30, 2000. CENTERPOINT 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 16, 2000 By: /s/ Nick Speyer ------------------------------ --------------------------------- Nick Speyer Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----