SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 000-22813
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(Check one): |_| Form 10-K and Form 10-KSB |_| Form 11-K
|_| Form 20-F |X| Form 10-Q and Form 10-QSB |_| Form N-SAR
For period ended March 31, 1999
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|_| Transition Report on Form 10-K and Form 10-KSB
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q and Form 10-QSB
|_| Transition Report on Form N-SAR
For the transition period ended___________________________________________
Read Attached Instruction Sheet 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:_________________________
________________________________________________________________________________
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PART I
REGISTRANT INFORMATION
Full name of registrant MOTO GUZZI CORPORATION
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Former name if applicable NORTH ATLANTIC ACQUISITION CORP.
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350 Park Avenue
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Address of principal executive office (Street and Number)
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City, State and Zip Code New York, NY 10022
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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 appropriate box.)
|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 Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, 10-QSB, 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.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The merger of the former Moto Guzzi Corp. with and into the Company,
formerly known as North Atlantic Acquisition Corp., was consummated on March 4,
1999. Because of the structure of the transaction, the acquired corporation was
the acquiring corporation for accounting purposes, and the integration of the
books, records and accounts of the Company into the acquired company could not
be accomplished in time to prepare and complete the quarterly report.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
David Lerner 212-735-8609
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
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).
Quarterly Report on Form 10-Q for period ended February 28, 1999
|_| Yes |X| 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 merger of Moto Guzzi Corp. and North Atlantic Acquisition Corp. has
been accounted for as a reverse acquisition by Moto Guzzi Corp. and,
accordingly, the results reported in the quarter ended March 31, 1999 and March
31, 1998 are those of Moto Guzzi Corp. and not those of North
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Atlantic Acquisition Corp., a non-operating company formed only for the purpose
of acquiring or merging with an operating business.
The results of operations for the quarter to March 31, 1999 compared to the
corresponding quarter of 1998 reflect the following significant changes:
Net sales decreased by Lit. 8.0 billion or 31.3% from Lit. 25.6 billion to Lit.
17.6 billion and sales units decreased from 1,717 in 1998 to 1,218 in 1999. The
decreases resulted from two factors: 1) the first quarter of 1998 included Lit.
3.8 billion of net sales attributable to a 1997 public administration order
which was fulfilled early in 1998; and 2) sales and production in the first
quarter of 1999 were significantly affected by the lack of supply of components
the delivery of which were delayed because of Moto Guzzi's liquidity
difficulties.
Gross margins decreased from Lit. 4.7 billion in the first quarter of 1998 to a
small negative margin in the first quarter of 1999. The changes results from: 1)
gross margin of approximately Lit. 1.0 billion not present in 1999 on the public
adminstration order noted above; 2) selective promotions of older models were
made in January and February 1999 (continued from the last quarter of 1998) in
an attempt to generate liqudity from sales; and 3) significantly decreased
production levels, from 1,465 in 1998 to 1,135 in 1999, due to the interruption
of supply of components, with the consequence that fixed production costs were
absorbed over lower production volumes in 1999.
Selling, general and administrative expenses increased from Lit. 3.3 billion in
1998 to Lit. 3.9 billion in 1999 reflecting increased selling costs and general
management costs. Research and development expense decreased from Lit. 0.9
billion in 1998 to Lit. 0.5 billion as the Company limited expenditures.
Interest expense was substantially unchanged at Lit. 1.0 billion, as the effects
of lower interest rates were offset by increased levels of indebtedness.
As a result of the above factors, net loss in the quarter to March 31, 1999
increased to Lit. 5.4 billion compared to Lit. 0.8 billion in the comparative
1998 quarter.
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MOTO GUZZI CORPORATION
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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 May 18, 1999 By Mark S. Hauser
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Mark S. Hauser, Executive Chairman
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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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