UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): |_|Form 10-K |_|Form 20-F |_|Form 11-K |X|Form 10-Q
|_|Form N-SAR
For Period Ended: March 31, 2000
|_| 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: ______________
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: Moto Guzzi Corporation
Former Name if Applicable: North Atlantic Acquisition Corp.
Address of Principal Executive Office (Street and Number): 445 Park Avenue
City, State and Zip Code: New York, New York 10022
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 12(b)-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons 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, 11-K or 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 or 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
(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 the reasons why Forms 10-K, 20-F, 11-K,
10Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
In January 2000, Trident Rowan Group, Inc. the ultimate Parent company of the
Company engaged Banca di Intermediazione Mobiliare IMI S.p.A., a leading Italian
investment bank, to pursue strategic alternatives to enhance shareholder value
in its shareholding in Moto Guzzi Corporation and on April 14, 2000 the Company
entered into a Preliminary Share Sale and Purchase Agreement with Aprilia S.p.A.
providing for the sale of the Company's four operating subsidiaries: (i) Motto
Guzzi, S.p.A., (ii) MGI Motorcycle GmbH, (iii) Moto Guzzi North America Inc.,
and (iv) Moto Guzzi France S.a.r.l. This potential sale has necessitated
significant time involvement of the financial staff of the Company resulting in
delays in completion of quarter end accounting procedures.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark S. Hauser 212 644-4441
(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 reports(s).
Yes |_| No |X|
The Registrant's Form 10-K/A containing Part III information which
was required to be filed within 120 days of the Registrant's fiscal
year end has not yet been filed, but is expected to be filed on or
before May 19, 2000.
(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 earning statements to be included in the
subject report or portion thereof?
Yes |X| 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 of the results cannot be made.
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The March 5, 1999 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
and March 31, 1999 are those of Moto Guzzi Corp. and not those of North
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 ended March 31, 2000
compared to the quarter ended March 31, 1999 reflect the following
significant changes:
Net sales for the three months ended March 31, 2000 increased by Lit. 2.5
billion or 14.2% to Lit. 20.1 billion from Lit. 17.6 billion for the
comparative period in 1999, principally due to a more favorable sales mix
and to an increase of 3.0% in unit sales to 1,254 in 2000 from 1,218 in
1998. The favorable effect of sales mix was principally derived from sales
of the Company's V-11 Sport model, which was introduced in Europe in
September 1999 and in the U.S. in February 2000.
Gross margins increased to Lit. 1.8 billion or 9.1% in 2000 from Lit. 0.1
billion or 0.7% in 1999. The increase is principally due to price
increases of 3-6% made from the beginning of 2000 and to the more
favorable product mix.
Sales and gross margin in the first quarter of both 2000 were also
significantly affected by disruption in the supply of components due to
liquidity difficulties. Seasonal demand for the Company's products is
typically highest from March to May and the Company was not able to meet
demand in either 2000 or 1999 in this period.
Selling, general and administrative expenses decreased by 1.3% to Lit. 3.9
billion in 2000 compared to 1999. Expenses at Moto Guzzi North America
Inc. increased by Lit. 0.5 billion or 76.9% due to expense related to a
more aggressive approach in advertising products and motivating sales.
Italy and corporate costs decreased Lit 0.6 billion or 20.2% reflecting
reduced administrative personnel and a strict control of costs.
Research and development expenditure was limited due to financial
constraints to Lit. 0.3 billion.
Interest expense increased from Lit. 1.1 billion in 1999 to Lit. 1.2
billion in 2000 principally as a result of a Lit. 0.3 billion non cash
charge for amortization of a warrant to purchase shares issued in 1999 in
respect of ongoing parent company financing which offset lower cash
interest from lower levels of advances from banks in 2000 compared to
1999.
As a result of the above factors, net loss for the three months ended
March 31, 2000 decreased to Lit. 3.7 billion for compared to Lit. 5.3
billion for the three months ended March 31, 1999.
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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
hereunto duly authorized.
Date May 16, 2000 By: /s/ Nick Speyer
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Nick Speyer
Chief Financial Officer
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