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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING |
OMB APPROVAL | ||
| OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response: 2.50 | ||||
| SEC FILE NUMBER
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| CUSIP NUMBER
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| (Check One): |
¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR | |
| For Period Ended: March 31, 2008 | ||
| ¨ 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:
PART I
REGISTRANT INFORMATION
| Novatel Wireless, Inc. |
| Full name of registrant |
| N/A |
| Former name if applicable |
| 9645 Scranton Road, Suite 205 |
| Address of Principal Executive Office (Street and Number) |
| San Diego, California 92121 |
| City, State and Zip Code |
PART II
RULE 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 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.
Novatel Wireless, Inc. (the “Company”) was unable to finalize preparation of its financial statements in sufficient time to file its Quarterly Report on Form 10-Q for the period ended March 31, 2008 (the “Form 10-Q”) by the prescribed due date without unreasonable effort and expense. The Company and its Audit Committee undertook an enhanced review of the accounting for a specific customer contract, which review was substantially completed today. As a result of such review, the Company and its Audit Committee do not expect any change to the accounting under that contract, or to any previously reported financial statements or earnings disclosed in the Company’s Current Report on Form 8-K filed on May 1, 2008. However, the Company has filed this Form 12b-25 for an extension to finalize its Form 10-Q, and expects to file its Form 10-Q on or before May 19, 2008, the fifth calendar day following its prescribed due date.
PART IV
OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Kenneth Leddon | (858) | 812-3400 | ||
| (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 the answer is no, identify report(s). x Yes ¨ 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? 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.
The Company expects to report that its net income for the quarter ended March 31, 2008 was $4.4 million, or $0.14 per diluted share, compared to net income of $10.1 million, or $0.34 per diluted share, for the quarter ended March 31, 2007. The decrease in net income was primarily due to a decrease in revenue from $109.8 million for the quarter ended March 31, 2007 to $91.3 million for the quarter ended March 31, 2008. This decrease was primarily attributable to a decrease in sales of the Company’s EV-DO ExpressCards and PC cards, USB Modems, and the Company’s EV-DO Fixed-Mobile Convergence products, partially offset by a net increase in the Company’s High Speed Packet Access, or HSPA, products. The decrease in EV-DO product sales for the quarter ended March 31, 2008 compared to the quarter ended March 31, 2007 was approximately $34.1 million. The net increase in the Company’s HSPA product sales for the quarter ended March 31, 2008 compared to the quarter ended March 31, 2007 was approximately $15.5 million.
| Novatel Wireless, Inc. |
| (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: |
May 13, 2008 | By: | /s/ Kenneth Leddon | |||
| Kenneth Leddon | ||||||
| Senior Vice President and Chief Financial Officer |