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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check one)
/ / Form 10-K and Form 10-KSB / / Form 11-K / / Form 20-F
/ X / Form 10-Q and Form 10Q-SB / / Form N-SAR
For Period Ended: March 31, 2000
/ / Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q and Form 10-QSB
/ / Transition Report on Form N-SAR
For Transition Period Ended :
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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 notification relates:
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Sonus Communication Holdings, Inc.
Former Name:
Former Name:
Former Name:
Address of Principal Executive Office (STREET AND NUMBER):
1600 Wilson Boulevard, Suite 1008
City, State and Zip Code: Arlington, VA 22209
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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;
/ X / (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition report on
Form 10-Q, 10-QSB, or portion thereof will be filed on or before the 5th
calendar day following the prescribed due date; and
/ / (c) The accountants 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 Form 10-K and 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
The Company is currently in the process of transitioning its
international long distance operations from its Virginia office to its New York
office and closing its Virginia office, which currently contains the Company's
corporate and administrative departments. As a result of and concurrent with the
transitioning of its long distance operations, the Company has experienced
significant personnel changes. In addition, the Company's current financial
situation is such that it has limited cash resources. The Company was unable to
timely file its 10-Q because of the disruptions these transitions have caused
and because the Company needed to devote its limited personnel and cash
resources to the effective transitioning of its business operations and to
continue its business operations.
The Company is currently seeking financing, but cannot provide any
assurances that any such financing will be obtained on terms favorable to the
Company or at all. A failure to obtain such financing within the next two weeks
will have a material adverse effect on the Company, its business, financial
condition and results of operations and its ability to continue as a going
concern.
The Company is unable to timely file its quarterly report on Form 10-Q
without unreasonable effort and expense and seeks relief under Rule 12b-25(b) of
the Securities Exchange Act of 1934. The Company intends to file its Form 10-Q
on or before May 19, 2000.
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PART IV
OTHER INFORMATION
(1) Name and telephone person to contact in regard to this notification
W. Todd Coffin (212) 832-0130
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(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:
/ / 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.
Sonus Communication Holding, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 16, 2000 By: /s/ Richard D. Rose
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Name: Richard D. Rose
Title: 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.
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ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (SEE 18 U.S.C. 1001).
