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 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: March 31, 2008
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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. |
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| 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:
PART I - REGISTRANT INFORMATION
Retail Pro, Inc.
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Full Name of Registrant:
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Former Name if Applicable
3252 Holiday Court, Suite 226
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Address of Principal Executive Office (Street and Number)
La Jolla, California, 92037
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City, State, 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)
XX (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
XX (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 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
of 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
(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,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
Data and other information regarding certain material operations of the Company
as well as its financial statements required for the filing are not currently
available and could not be made available without unreasonable effort and
expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Donald S. Radcliffe 858 550-3355
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(Name) (Area Code) (Telephone No.)
(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 the
answer is no, identify report(s). [X]Yes [ ]No
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(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:
It is anticipated that a significant change in the results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statement.
On November 1, 2007 the Company announced the signing of a definitive Asset
Purchase Agreement ("Agreement") to sell its Island Pacific Retail Management
Solutions (IPMS) business unit with the "Island Pacific" name and related
trademarks, service marks, trade names and all goodwill associated with the name
"Island Pacific". The Agreement transaction closed on December 21, 2007. This
operation is considered to be discontinued as defined under Financial Accounting
Standard No. 144 ("FAS No. 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets" and require specific accounting and reporting for this
quarter which differs from the approach used to report the Company's results in
prior years.
The Company's financial statements will reflect the accounting and disclosure
requirements of FAS No. 144 which mandates the segregation of operating results
for the current year and the balance sheet related to the operation to be sold
from those related to ongoing operations. Accordingly, the consolidated
statements of operations for the year ended March 31, 2008 will reflect this
segregation as a gain or loss from discontinued operations.
The Company has evaluated the determination of its reporting segments as a
result of the changes in its organizational structure and the classification of
IPMS ("the Retail Management segment") to discontinued operations during the
third quarter of 2008 in accordance with Financial Accounting Standards No. 131
("FAS No. 131'), Disclosures about Segments of an Enterprise and related
Information". The Company has determined it has two rather than three reportable
segments for continuing operations, Store Solutions and Multi-Channel Retail.
As a result of the discontinued operation accounting treatment, $11.6 million of
revenue and $2.3 million of gain from continuing operations will be reclassified
as a non-operating income from discontinued operations.
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Retail Pro, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: July 1, 2008 By: /s/ Donald S. Radcliffe
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President
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.