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SEC FILE NUMBER
001-32749 |
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CUSIP NUMBER
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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 þ Form 11-K o Form 10-Q o Form 10-D o Form N-SAR
o Form N-CSR |
For Period Ended: December 31, 2011
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o |
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Transition Report on Form 10-K |
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o |
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Transition Report on Form 20-F |
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o |
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Transition Report on Form 11-K |
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o |
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Transition Report on Form 10-Q |
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o |
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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
FRESENIUS MEDICAL CARE AG & CO. KGaA
Full Name of Registrant
Former Name if Applicable
ELSE-KRÖNER STRASSE 1
Address of Principal Executive Office (Street and Number)
61352 BAD HOMBURG, GERMANY
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 reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense; |
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þ
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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. |
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)
The registrant changed its plan administrator effective April 1, 2011. In auditing the plan’s
December 31, 2011 financial statements, the independent auditor had to coordinate with the prior
plan administrator and the successor plan administrator as well as several new entities performing
services which heretofore had been performed in their entirety by the prior plan administrator.
Challenges in this process delayed completion of the financial statements and the related audit
report. As a result, the Registrant was unable to complete the preparation of its December 31,
2011 Form 11-K within the time period prescribed for such report, without unreasonable effort and
expense. A signed statement of the independent auditor detailing the reasons for its inability to
prepare the plan’s financial statements and the related audit report on or before the original due
date for the Form 11-K is included with this form as Exhibit 99.
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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| Ron Graham
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781
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699-9215 |
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(Area Code)
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(Telephone Number) |
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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). þ Yes ¨ No |
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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 |
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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. |
FRESENIUS MEDICAL CARE AG & CO. KGaA
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date June 28, 2012
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By
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/s/ Brian Silva, Senior Vice President, Human Resources and Administration |
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Name and Title |
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).
