UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): |X|Form 10-K |_|Form 20-F |_|Form 11-K |_|Form 10-Q |_|Form N-SAR
For Period Ended:December 31, 1999
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[] 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): 350 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 Moto
Guzzi Corp. engaged Banca di Intermediazione Mobiliare IMI S.p.A. ("IMI"), a
leading Italian investment bank, to pursue strategic alternatives to enhance
shareholder value in its shareholding in Moto Guzzi Corporation. The ensuing
process has necessitated significant time involvement of the financial staff of
the Company to collaborate with IMI resulting in delays in completion of year
end accounting procedures.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
Nick Speyer 212 735-8609
(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). |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 earning 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 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 year ended December 31, 1999
and December 31, 1998 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 year ended
December 31, 1999 compared to the year ended December
31, 1998 reflect the following significant changes:
Net sales increased by 7.6 % from Lit. 83.8
billion to Lit. 87.1 billion. Unit sales increased by
11.1% to 6,275 in the year ended December 31, 1999
compared to 5,647 in the year ended December 31, 1998.
Average selling prices declined as a result of product
mix.
Gross margins decreased from Lit. 8.8 billion or
10.6% as an incidence of net sales in the year ended
December 31, 1998 to Lit. 7.6 billion, or 8.7 % in the
year ended December 31, 1999, due principally to lower
average margins of the mix of units sold in 1999.
Selling, general and administrative expenses
increased from Lit. 16.0 billion in the year ended
December 31, 1998 to Lit. 20.5 billion in the year
ended December 31, 1999 reflecting a new management
team installed at Moto America and the development of
the U.S. sales network, additional marketing expense in
Italy and additional corporate costs related to the
company's public listing status as well as costs in the
fourth quarter related to ultimately unsuccessful
negotiations with a potential strategic partner.
Research and development costs fell from Lit. 4.3
billion in 1998 to Lit. 2.9 billion in 1999, reflecting
lack of available finance. The company also expenses
Lit. 0.9 billion of tooling related to development
projects in the fourth quarter of 1999 reflecting
curtailment of its development plans for financial
reasons. In 1998, the Company incurred a reorganization
charge of Lit. 4.1 billion relating to existing product
and development project abandonment.
As a result of the above factors, net loss for the
year ended December 31, 1999 increased to Lit. 20.3
billion compared to Lit. 22.0 billion for the year
ended December 31, 1998.
THE COMPANY IS STILL IN THE COURSE OF DEFINING
FINAL ESTIMATES AND ANALYSES FOR ITS FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE
AUDIT OF SUCH FINANCIAL STATEMENTS IS INCOMPLETE. THE
COMPANY DOES NOT EXPECT MATERIAL CHANGES FROM THE
FIGURES STATED ABOVE.
<PAGE>
MOTO GUZZI CORPORATION
(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, 2000 By: /s/ Nick Speyer
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Nick Speyer
Chief Financial Officer
