SEC File Number
1-584
Cusip Number
315405100
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR
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For Period Ended: December 31, 2005 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended: |
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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
FERRO CORPORATION
Full Name of Registrant
Former Name if Applicable
1000 LAKESIDE AVENUE
Address of Principal Executive Office (STREET AND NUMBER)
CLEVELAND, OHIO 44114
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 appropriate
box)
þ |
(a) |
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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(b) |
The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, 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 portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and |
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(c) |
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 the reasons why the Form 10-K, 11-K, 20-F, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed time period.
In its current report on Form 8-K dated January 18, 2005, the Company announced it would be
restating certain previously filed information, including its quarterly report on Form 10-Q for the
fiscal quarter ended March 31, 2004 and its annual report on Form 10-K for the fiscal year ended
December 31, 2003. The Company is endeavoring to complete the restatement process and will file
the amended forms as soon as is practicable. However, because the restatement process has not been
completed, the Company has not yet filed its quarterly report on Form 10-Q for the fiscal quarters
ended June 30, 2004, September 30, 2004, March 31, 2005, June 30, 2005, and September 30, 2005 or
its annual report on Form 10-K for the fiscal year ended December 31, 2004. Until that information
is filed, the Company is unable to file its annual report on Form 10-K for the fiscal year ended
December 31, 2005.
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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Thomas M. Gannon
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(216) |
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641-8580 |
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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 reports been filed? If answer is no
identify report(s). o Yes þ No |
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1. |
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The quarterly report on Form 10-Q for the period ended June 30, 2004. |
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2. |
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The quarterly report on Form 10-Q for the period ended September 30, 2004. |
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3. |
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The quarterly report on Form 10-Q for the period ended March 31, 2005. |
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4. |
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The quarterly report on Form 10-Q for the period ended June 30, 2005. |
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5. |
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The quarterly report on Form 10-Q for the period ended September 30, 2005 |
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5. |
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The annual report on Form 10-K for the period ended December 31, 2004. |
(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? o Yes þ No |
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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: |
The Company has not yet filed its annual report on Form 10-K for the fiscal
period ended December 31, 2004. However, the Company has already disclosed
that the financial information for periods previously filed for 2004 will be
restated.
FERRO CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date March 14, 2006
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By
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/s/ Thomas M. Gannon |
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Thomas M. Gannon |
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Vice President and Chief Financial Officer |