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SEC FILE NUMBER
001-31451 |
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CUSIP NUMBER
074002 10 6 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D
o Form N-SAR o Form N-CSR
For Period Ended: March 31, 2009
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:
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:
TABLE OF CONTENTS
PART I REGISTRANT INFORMATION
BearingPoint, Inc.
Full Name of Registrant
KPMG Consulting, Inc.
Former Name if Applicable
100 Crescent Court, Suite 700
Address of Principal Executive Office (Street and Number)
Dallas, TX 75201
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)
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(a)
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The reason 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 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.
(Attach extra Sheets if Needed)
On February 18, 2009, BearingPoint, Inc. (the Company) along with certain of its
subsidiaries based in the United States filed voluntary petitions for relief under Chapter 11 of
Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court
for the Southern District of New York (the Court), Case Number 09-10691 (REG) (the Chapter 11
Cases). The Company continues to operate its business as debtors-in-possession under the
jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code
and the orders of the Court.
In addition, the Company has been actively marketing the sale of its businesses and assets to
potential bidders. The Company is negotiating or has successfully entered into agreements to sell
a number of its business units. On March 23, 2009, the Company and certain of its subsidiaries
entered into an asset purchase agreement to sell a substantial portion of its assets related to the
Companys North American public services business, which sale closed on May 8, 2009. On April 2,
2009, one of the Companys indirect subsidiaries entered into a share sale agreement to sell the
Companys consulting business in Japan, which sale closed on May 11, 2009. On April 17, 2009, the Company and certain of its
subsidiaries entered into an asset purchase agreement to sell a substantial portion of its
commercial services business unit, including its financial services unit. The Company has also
entered into a definitive agreement to sell its interest in a global development center in China
and certain assets of a separate global development center in India. On April 20, 2009, the
Company entered into a non-binding term sheet for the sale of its Europe, Middle East and Africa
business to local management. The Company continues to market the sale of its remaining businesses
and is involved in ongoing negotiations to sell its Latin America and other Asia
Pacific practices.
The Company is also preparing for the Court, pursuant to the Bankruptcy Code, monthly
operating reports which will be filed as a matter of public record and will include financial
disclosures.
Following the commencement of the Chapter 11 Cases, the Companys management has been
particularly strained by the considerable attention required for administering the Chapter 11 Cases
and marketing, negotiating and consummating the sale of the Companys businesses and assets.
Consequently, the Company believes that it will not be in a position to file the Form 10-Q by the
fifth calendar day following the required filing date, as prescribed in Rule 12b-25, and further
cannot make any assurances as to when it will complete and file the Form 10-Q. Such inability to
file the Form 10-Q could not have been eliminated by the Company without unreasonable effort or
expense.
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification. |
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Kenneth A. Hiltz
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(703)
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747-3000 |
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(Name)
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(Area Code)
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(Telephone Number) |
(2) |
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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 o No þ |
Form 10-K for the period ended December 31, 2008
(3) |
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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 þ No o
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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. |
As discussed above, the Company filed voluntary petitions for relief under Chapter 11 of Title
11 of the Bankruptcy Code. Subsequent to the commencement of the Chapter 11 Cases, the Company has
devoted its available resources to administering the Chapter 11 Cases and marketing, negotiating
and consummating the sale of the Companys businesses and assets. Currently, reasonable estimates
of the results cannot be made due to the burdens these activities have imposed on the Companys
available management. Such inability could not have been eliminated by the Company without
unreasonable effort or expense.