NORTHPOINT COMMUNICATIONS GROUP INC
NT 10-Q, 2000-11-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 12b-25

                                             Commission File Number: 000-29828


                         NOTIFICATION OF LATE FILING


(Check One):   [_] Form 10-K    [_] Form 11-K    [_] Form 20-F    [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:

  Read attached instruction sheet before preparing form.  Please print or type.

  Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

  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

                    NORTHPOINT COMMUNICATIONS GROUP, INC.
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Full Name of Registrant

                  NORTHPOINT COMMUNICATIONS HOLDINGS, INC.
--------------------------------------------------------------------------------
Former Name if Applicable

                       303 Second Street, South Tower
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

                           San Francisco, CA 94107
--------------------------------------------------------------------------------
City, State and Zip Code
<PAGE>

                      PART II -- RULE 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 appropriate box.)

[X]  (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, Form 11-K, 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 why the Form 10-K, 11-K, 20-F 10-Q, N-SAR, or
the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed.)

     The Company was unable to complete certain financial and other information
     necessary for inclusion in the Quarterly Report on Form 10-Q within the
     prescribed time period without unreasonable effort or expense.


                        PART IV -- OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification:

     Michael Glinsky                         (415)             403-4003
 -------------------------------------------------------------------------------
     (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 the answer is
     no, identify report(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
     earnings 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 results cannot be made.

Part IV, Section (3) Explanation:

     While the Company cannot reasonably estimate or quantify the change from
     the quarter ended September 30, 1999 to the quarter ended September 30,
     2000 because it is completing certain financial information, the Company
     anticipates a significant change in the results of operations between the
     two quarters in light of the Company's rapid growth since September 30,
     1999.
<PAGE>


                     NORTHPOINT COMMUNICATIONS GROUP, INC.
--------------------------------------------------------------------------------
                 (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 15, 2000        By: /s/ Michael P. Glinsky
                                   ---------------------------------------------
                                   Michael P. Glinsky, Executive Vice President
                                   and Chief Financial 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.


                                   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 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 or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.



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