| (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING |
OMB APPROVAL | ||
| OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response . . . 2.50 | ||||
| SEC FILE NUMBER | ||||
| CUSIP NUMBER |
| For Period Ended: February 28, 2005 | ||
| ¨ 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: | ||
| 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:
| N/A |
PART I — REGISTRANT INFORMATION
| CellStar Corporation |
| Full Name of Registrant |
| N/A |
| Former Name if Applicable |
| 1730 Briercroft Court |
| Address of Principal Executive Office (Street and Number) |
| Carrollton, Texas 75006 |
| 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)
| x |
(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, 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 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, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
CellStar Corporation (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended February 28, 2005 (the “Form 10-Q”), within the prescribed time period. The Company was unable, without unreasonable effort or expense, to finalize its financial statements and related disclosures for the quarter.
The Company has not yet filed its Annual Report on Form 10-K for the year ended November 30, 2004 (the “Form 10-K”), due to the reasons set forth in the Form 12b-25 filed on February 15, 2005. The Company is working diligently to complete its review of its financial information related to its Form 10-K. Due to the additional time and effort that have been required to complete this review, the Company is still in the process of completing its year-end and quarter-end financial reviews. The Company will be unable to complete its quarter-end review and file its Form 10-Q until it is able to complete its year-end review and file its Form 10-K.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Elaine Flud Rodriguez | 972 | 466-5021 | ||
| (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). ¨ Yes x No |
| The Company has not filed its Form 10-K for the fiscal year ended November 30, 2004. |
| (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? ¨ 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.
Prior to completing its reviews of the financial issues related to its Form 10-K, the Company is unable to reasonably estimate the anticipated change, if any, in results of operations.
| CellStar 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 |
April 12, 2005 | By | /s/ Elaine Flud Rodriguez | |||
| Elaine Flud Rodriguez Senior Vice President and General Counsel |
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.