0000950144-01-507384.txt : 20011009
0000950144-01-507384.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950144-01-507384
CONFORMED SUBMISSION TYPE: NTN 10K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010629
FILED AS OF DATE: 20011001
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: VERILINK CORP
CENTRAL INDEX KEY: 0000774937
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661]
IRS NUMBER: 942857548
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0627
FILING VALUES:
FORM TYPE: NTN 10K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28562
FILM NUMBER: 1748986
BUSINESS ADDRESS:
STREET 1: 145 BAYTECH DR
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 4089451199
MAIL ADDRESS:
STREET 1: 145 BAYTECH DR
CITY: SAN JOSE
STATE: CA
ZIP: 95134
NT 10-K
1
g71869ntnt10-k.txt
VERILINK CORPORATION
1
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: June 29, 2001
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[ ] 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:
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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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Verilink Corporation ("VRLK")
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
950 Explorer Boulevard
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Address of Principal Executive Office (Street and Number)
Huntsville, Alabama 35806-2808
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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)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(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
[X] 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 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, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On August 14, 2001, the Company responded to a comment letter from the
staff of the Securities and Exchange Commission. Since such date, the Company
has resolved substantially all of the staff's comments, and was continuing to
address one item as of the prescribed due date for the Company's Annual Report
on Form 10-K. The remaining comment relates to the accounting for the second
bonus payment in connection with the Company's optical networking access
project. The Company's previously announced results for the year ended June 29,
2001 reflected the accrual of $1.7 million in R&D expenditures for the second
bonus payment in fiscal 2001. The Company is currently evaluating the comments
and discussions with the staff this week to finalize its Annual Report on Form
10-K. The open item relates solely to a non-cash accrual and its impact on the
statement of operations, balance sheet, and statement of cash flows.
(ATTACH EXTRA SHEETS IF NEEDED) POTENTIAL 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.
SEC 1344 (2-99)
2
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bill Smith (256) 327-2204
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(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). [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 earnings 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 results cannot be made.
On July 25, 2001, the Company issued a press release announcing its
results for the fiscal year ended June 29, 2001. Except to the extent
the previously announced results for fiscal 2001 may be revised to
reflect a reduction of up to $1.7 million in R&D expense and net loss,
the June 25 press release sets forth the changes from the prior year.
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Verilink Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 28, 2001 By: /s/ Ronald G. Sibold
------------------------ ----------------------------------------
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
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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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 Regulation S-T (ss.232.201 or ss.232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (ss.232.13(b) of this chapter).