Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check
one): ☐Form 10-K ☐Form 20-F
☐Form 11-K ☒ Form 10-Q ☐
Form N-SAR ☐Form N-CSR
For
Period Ended: December 30,
2016
☐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:
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
VERSAR, INC.
6850 Versar Center
Springfield, Virginia 22151
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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☐
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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 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.
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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.
Versar,
Inc. (the “Company”) is filing this Form 12b-25 with
the Securities and Exchange Commission (the
“Commission”) with respect to its Quarterly Report on
Form 10-Q for the quarter ended December 30, 2016 (the “Form
10-Q”).
During
calendar 2016, the Company reported certain defaults under
financial covenants set forth in its
loan agreement (the “Loan Agreement”) dated September
30, 2015 with Bank of America, N.A. (the “Lender”), as
the lender and letter of credit issuer for a revolving credit
facility in the amount of $25,000,000 and a term facility in the
amount $5,000,000. During much of the calendar year, the
Company operated pursuant to forbearance agreements under the Loan
Agreement and held discussions with other lenders and financing
sources regarding the establishment of a new, replacement credit
facility or other financing arrangement. As a result of these
ongoing discussions, the Company has not yet been able to complete
its audited financial statements for, and has not yet filed, its
Form 10-K for the fiscal year ended July 1, 2016. Until the fiscal
2016 audited financial statements are complete and the Form 10-K is
filed, the Company is not able to complete its quarterly financial
statements and thus has not completed its financial statements for
the first quarter of fiscal 2017, nor the second quarter of fiscal
2017 which is due to be filed February 13, 2017.
On
December 9, 2016, the Company, together with certain of its
domestic subsidiaries acting as guarantors (collectively, the
“Guarantors”), entered into a First Amendment and
Waiver (the “Amendment”) to the Loan Agreement to
address the defaults and make certain other amendments as
previously disclosed.
The
Company is working diligently towards satisfying all of the
Company’s filing requirements with the Commission, including
the filing of the Form 10-Q to which this Form 12b-25
relates.
Until
the Company completes the structuring and consummation of a
transaction, the purpose of which will be the replacement or
repayment in full of all obligations under the Loan Agreement,
there remains substantial doubt relative to the Company’s
ability to continue as a going concern.
PART IV -- OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this
notification
JAMES D. VILLA
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(703)
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642
- 6839
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(Name)
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(Area Code)
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(Telephone
Number)
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(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
☐ No☒
The Company has not filed its Form 10-K for the fiscal year ended
July 1, 2016 and Form 10-Q for the fiscal quarter ended September
30, 2016.
(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 ☐
The
Company recognized gross revenues of approximately $30.5 million
for the second quarter ended December 30, 2016, which was a
decrease of 36% from gross revenues of $47.3 million for the
comparative quarter ended January 1, 2016. Net loss for second
quarter fiscal 2017 was $1.3 million, or $(0.13) per diluted share,
compared to a net income of $0.1 million, or $0.01 per diluted
share, in second quarter fiscal 2016. Gross revenue for the first
six months of fiscal 2017 was $59.8 million, a decrease of 35%
compared to $92.2 million during the first six months of the last
fiscal year. Gross loss for the first six months of fiscal 2017 was
$2.8 million compared to gross l
oss of $0.4 million during the first six months of
the last fiscal year.
VERSAR, INC.
has
caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated:
February 14, 2017
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By:
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/s/ Anthony
L. Otten
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CEO
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