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: June 30, 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): 299 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.
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.
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). |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.
<TABLE>
<CAPTION>
Results of Operations for the 3 Months Ended June 30, 2000 compared to 1999
Jun. 30 Jun. 30
2000 1999
Lit.m Lit.m
<S> <C> <C> <C> <C>
Net sales 30,918 100.0% 23,805 100.0%
Cost of sales (28,444) (91.4%) (20,997) (88.2%)
--------- --------
2,674 8.6% 2,808 11.8%
Selling, general and administrative expenses (5,493) (17.8%) (5,533) (23.2%)
Research & development (447) (1.4%) (1,085) (4.6%)
Share of losses of affiliate companies (316) (1.0%) -
--------- ----------
(3,582) (11.6%) (3,810) (16.0%)
Interest expense (728) (2.4%) (1,221) (5.1%)
Other expense, net (98) (0.3%) (37) (0.2%)
--------- ----------
Loss before income taxes (4,408) (14.3%) (5,068) (21.3%)
Income tax expense (422) (1.4%) (34) (0.1%)
--------- ----------
Net loss (4,830) (15.6%) (5,092) (21.4%)
Preferred Stock dividends (441) (1.4%) - -
--------- ----------
Net loss attributable to common stockholders (5,271) (17.0%) (5,092) (21.4%)
======= ======
</TABLE>
MGI Motorcycle GmbH, acquired in March 2000, has not been consolidated
as at June 30, 2000 due to constraints on the time of the Company's financial
management personnel in the period. Financial management's time has been
dedicated towards the sale of the operating subsidiaries of the Company to
Aprilia S.p.A. and to the transition following Aprilia S.p.A. assuming
management control of the subsidiaries from May 2, 2000 (See Notes to Interim
Financial Statements). Results to June 30, 2000 include the Company's share of
losses of MGI through the first quarter of 2000 when it was 25% owned and
estimated losses for the second quarter of 2000 under the caption "Share of
losses of associated companies". The effects of the acquisition, net of
elimination of sales and purchases by the Company to MGI, were not material to
the Company.
Net sales for the three months ended June 30, 2000 increased by Lit.
7.1 billion or 29.9% to Lit. 30.9 billion from Lit. 23.8 billion for the
comparative period in 1999, principally due to a more favorable sales mix and to
an increase of 11.8% in unit sales to 2,038 in 2000 from 1,823 in 1999. 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 decreased to Lit. 2.7 billion or 8.6% in 2000 from Lit.
2.8 billion or 11.8% in 1999. The decrease is principally due to a Lit. 1,800
million charge for product recall costs which more than offset the benefits from
price increases of 3-6% made from the beginning of 2000 and to the more
favorable product mix and to increased volumes. Without the exceptional charge,
margins would have been 14.5% in the 3 months to June 30, 2000.
Selling, general and administrative expenses were substantially
unchanged in 2000 compared to 1999. Expenses at Moto Guzzi North America Inc.
increased by Lit. 0.4 billion or 49.9% due to expense related to a more
aggressive approach in advertising products and motivating sales. This offset
decreases in Italy and corporate costs of Lit 0.5 billion or 11.8% reflecting
reduced administrative personnel and a strict control of costs.
Research and development expenditure was limited to Lit. 0.4 billion.
Aprilia SpA, who assumed management of the operating subsidiaries from May 2,
2000 has been evaluating product plans and expenditure on existing projects was,
accordingly, limited in the period.
Interest expense decreased from Lit. 1.2 billion in 1999 to Lit. 0.7
billion in 2000 principally due to the absence of a Lit. 0.3 billion non cash
charge in 1999 for amortization of a warrant to purchase shares issued in 1999
in respect of ongoing parent company financing and to 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
June 30, 2000 increased to Lit. 5.3 billion for compared to Lit. 5.1 billion for
the three months ended June 30, 2000.
<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 August 16, 2000 By: /s/ Nick Speyer
----------------------------- -------------------------------
Nick Speyer
Chief Financial Officer
