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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549 SEC File #
0-17287
FORM 12b-25
NOTIFICATION OF LATE FILING Cusip #
378904403
Form 10-K [x] Form 20-F [ ] Form 11-K [ ] Form 10-QSB [ ] 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: ______________________
_____________________________________________________________________________
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|Read Instruction (on back page) Before Preparing Form, Please Print or Type|
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| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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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
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Full Name of Registrant:
The North Face, Inc., a Delaware corporation
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
2013 Farallon Drive
San Leandro, CA 94577
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City, State, Zip Code
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 12b-25(b), the
following should be completed. (Check box if appropriate)
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
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
X filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of 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
X (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, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period.
The Registrant is unable to complete and file its annual report on Form 10-K for
the fiscal year ended December 31, 1999 at this time because of delays in the
completion of audits for the Registrant's significant European subsidiary. The
Registrant is currently undergoing a reaudit of its European subsidiary's
financial statements for the years ended December 31, 1997 and 1998. The reaudit
is being performed by Grant Thornton. Currently, completion of the audits and
filing of the Registrants's annual report on Form 10-K are expected to occur on
or before April 14, 2000.
This Notification of Late Filing is accompanied by a letter from the
Registrant's Independent auditors, Deloitte & Touche LLP, confirming that the
audit of the Registrant's Consolidated financial statements has not yet been
completed.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Geoffrey D. Lurie
Chief Executive Officer
The North Face, Inc.
2013 Farallon Drive
San Leandro, CA 94577
Telephone: (510) 618-3500
With a copy to:
Ed Kerson
Proskauer Rose LLP
1585 Broadway
New York, NY 10036-8299
Telephone: (212) 969-3000
(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 the
answer is no, identify report(s).
[x]Yes [ ]No
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(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?
[ ]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 results cannot be made.
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The North Face, Inc. has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: March 30, 2000 By: /s/ Geoffrey D. Lurie
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Geoffrey D. Lurie
Chief Executive Officer
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CRF 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
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EXHIBIT A
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Deloitte & Touche LLP
50 Fremont Street
San Francisco, California 94105
March 30, 2000
Mr. Geoffrey D. Lurie
The North Face, Inc.
2013 Farallon Drive
San Leandro, CA 94577
Dear Mr. Lurie:
This is to confirm that we have advised you that Deloitte & Touche LLP is unable
to complete the audit of consolidated financial statements of The North Face,
Inc. (the "Company") as of December 31, 1999 and 1998 and for the three years in
the period ended December 31, 1999 by March 30, 2000, the statutory due date for
the filing, with the Securities and Exchange Commission, of the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
Yours truly,
/s/ Deloitte & Touche LLP
