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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-32972
(Check One): o Form 10-K þ Form 20-F o Form 11-K o Form 10-Q o Form
N-SAR o Form N-CSR
For Period Ended: September 30, 2008
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended:
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 IREGISTRANT INFORMATION
Qimonda AG
Full Name of Registrant
Former Name if Applicable
Gustav-Heinemann-Ring 212
Address of Principal Executive Office (Street and number)
D-81739 Munich, Federal Republic of Germany
City, State and Zip Code
PART IIRULES 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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(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 accountants statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. |
PART IIINARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR or the
transition report or portion thereof, could not be filed within the prescribed time period.
Qimonda AG (the Company) is delayed in preparing and filing its annual report on
Form 20-F for the year ended September 30, 2008 (the 2008 Form 20-F). The principal
reason for the Companys inability to file at this time is its recent petition to the local court
in Munich to open insolvency proceedings. Since that date, the Company has been in talks with
potential investors regarding a solution to keep the Company in operation beyond the end of March
2009. The Company believes it needs additional time to conclude internal discussions and further
review its situation to ensure adequate disclosure of certain information relating to the state of
the Company. In addition, the Company is in the process of evaluating the impact of the insolvency
proceedings on its consolidated financial statements. As a result of these developments, the
Company is currently unable to complete its consolidated financial statements and the remainder of
its 2008 Form 20-F, with all the required disclosures, and have the 2008 Form 20-F properly
certified by its current executive officers and reviewed by its independent auditors. The Company
will not be in a position to file the 2008 Form 20-F by the fifteenth calendar day following the
required filing date, March 31, 2009, as prescribed in Rule 12b-25, and given the time and
extensive effort required to address the aforementioned developments the Company currently can not
reasonably estimate when it will be in a position to file the 2008 Form 20-F.
For further information regarding the status of the Company, please see the following filings:
Current Report on Form 6-K filed on January 23, 2009
Current Report on Form 6-K filed on January 27, 2009
Current Report on Form 6-K filed on February 12, 2009
Current Report on Form 6-K filed on February 26, 2009
Form 25 filed by the New York Stock Exchange on March 4, 2009
Current Report on Form 6-K filed on March 19, 2009
The Company intends to continue to disclose material updates and developments on Form 6-K
going forward.
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PART IVOTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
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Thomas J. Seifert |
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+49 |
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89 600 88 1000 |
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(Name)
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(Area Code)
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(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). þ Yes o 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? o Yes þ 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.
The Company anticipates, based on the information currently available to it, that results of
operations for the financial year ended September 30, 2008 will be significantly different from
those for its 2007 financial year, due to significant developments in the business over the past
year. The Company issued current reports on Form 6-K on February 1, 2008, April 30, 2008 and August
1, 2008 for the quarterly periods ended December 31, 2007, March 31, 2008 and June 30, 2008,
respectively, and a current report on Form 6-K on December 1, 2008 containing certain preliminary
information relating to its earnings for the financial year and quarterly period ended September
30, 2008. Additionally, on January 23, 2009, the Registrant filed a current report on Form 6-K
announcing that the Company had petitioned to begin insolvency proceedings in Germany. Reference is
made to the information presented in such reports with regard to the results for such periods.
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Qimonda AG
(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: March 31, 2009 |
By: |
/s/ Kin Wah Loh
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Kin Wah Loh |
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Chief Executive Officer and
Chairman of the Management Board |
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By: |
/s/ Thomas J. Seifert
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Thomas J. Seifert |
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Chief Operating Officer,
Chief Financial Officer and
Member of the Management Board |
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