SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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:||December 31, 2011|
|¨ 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
|Full Name of Registrant|
|SCI ENGINEERED MATERIALS, INC.|
|Former Name if Applicable|
|Address of Principal Executive Office (Street and Number)|
|2839 CHARTER STREET|
|City, State and Zip Code|
|COLUMBUS, OHIO 43228|
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 reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;|
|x||(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 or portion thereof, could not be filed within the prescribed time period.
On March 20, 2012, the Ohio Air Quality Development Authority (“OAQDA”) approved an amendment to its 166 Direct Loan with the company which included a waiver for non-compliance with a financial covenant as of December 31, 2011. The OAQDA amendment was filed with the U.S. Securities and Exchange Commission on Form 8-K on March 26, 2012.
Following receipt of the OAQDA amendment, the company initiated discussions with the Ohio Department of Development (“ODOD”) seeking approval to use funds from a separate loan with the ODOD to repay a Promissory Note to a financial institution. As of March 30, 2012, the company’s request to the ODOD is still being actively considered.
The events occurring in late March 2012 which included the OAQDA loan amendment and subsequent discussions with the ODOD resulted in unreasonable time and cost burdens for the company to file its 2011 Annual Report on Form 10-K by March 30, 2012.
PART IV — OTHER INFORMATION
|(1)||Name and telephone number of person to contact in regard to this notification|
|Gerald S. Blaskie||614||486-0261|
|(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).|
|(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.
SCI ENGINEERED MATERIALS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|Date||March 30, 2012||By||/s/ Daniel Rooney|
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.
|Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).|