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: September 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: Centerpoint Corporation
Former Name if Applicable: Moto Guzzi Corporation
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 September 7, 2000, Moto Guzzi Corporation (the "Company") closed on the sale
of all its operating subsidiaries, Moto Guzzi S.p.A., Moto Guzzi North America
Inc, Moto Guzzi France Sarl, and MG Motorcycle GmbH, to Aprilia S.p.A. in
accordance with the Preliminary Purchase and Sale Agreement dated April 14, 2000
as modified and integrated by the Letter Agreement of August 3, 2000. On
September 19, 2000, pursuant to the Share Purchase Agreement and stockholder
approval, the Company filed an amendment to its Certificate of Incorporation to
change its name to Centerpoint Corporation, effective at the time of filing.
The closing with respect to the sale, and the handling of substantial post
closing matters has related thereto has required 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? 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. |X|Yes |_|No
Changes in 2000 compared to 1999
On September 7, 2000, the Company completed the sale of its operating
subsidiaries to Aprilia S.p.A. This sale represents the discontinuance of
motorcycle operations which were the company's only activities and have been
accounted for as discontinued operations. The effective accounting date for the
sale is July 1, 2000, reflecting the last date for which financial information
on the subsidiaries is available.
Accordingly, in the third quarter of 2000, the Company has recorded
interest income of Lit. 108 million, selling general and administrative expenses
of Lit. 27 million and positive exchange differences of Lit. 616 million as
continuing operations. The exchange differences relate to the effects of
exchange rates on cash balances and escrow receivables in lire from the date of
sale through September 30, 2000. In the corresponding period in 1999, the
Company had no income or expenses from continuing operations as all its
activities related to the disposed motorcycle business.
In respect of the discontinued motorcycle operations, in the third
quarter of 2000 the Company has recorded a gain on sale of Lit. 66,411 million.
There are no taxes payable as the Company believes that the proceeds received
are less than the tax base of the subsidiaries sold. There is no loss from
operations of the discontinued activities in the third quarter of 2000 as the
effective accounting date was July 1, 2000. In the comparison third quarter of
1999, losses from the discontinued motorcycle operations were Lit. 3,753
million.
In the third quarter of 2000, Lit. 458 million is included in respect
of dividends payable on the Company's Series B Preferred Stock, issued in
February 2000 to provide bridge finance to the sold subsidiaries. Such Series B
Preferred Stock was redeemed effective September 30, 2000.
CENTERPOINT 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 November 16, 2000 By: /s/ Nick Speyer
------------------------------ ---------------------------------
Nick Speyer
Chief Financial Officer
