NT 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

SEC File Number: 001-38794

CUSIP Number:   22304C100

 

 

(Check one)      

☐  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☒  Form 10-Q

☐  Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR

  For Period Ended: March 31, 2019
  ☐  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 Instruction (on back page) 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

COVETRUS, INC.

Full Name of Registrant

 

Former Name if Applicable

7 Custom House Street

Address of Principal Executive Office (Street and Number)

Portland, ME 04101

City, State and 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)

 

  (a)   

The reason 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, Form 11-K, Form N-SAR or Form N-CSR, 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 subject distribution report on Form 10-D, 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 Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach extra Sheets if Needed)

Covetrus, Inc. (the “Company”) was unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2019 (the “First Quarter 10-Q”) on May 15, 2019 within the prescribed time period without unreasonable effort or expense.

The Company was delayed in completing the closing of its accounting books for the fiscal quarter ended March 31, 2019 primarily due to unexpected complications required to account for the complexities of the transaction and intra-quarter close of the carve-out of the animal health business of Henry Schein, Inc. and the subsequent merger with Direct Vet Marketing, Inc. (d/b/a Vets First Choice). These factors combined to result in a delay in the completion of the Company’s preparation of the first quarter financial statements for its First Quarter 10-Q. The Company has filed its First Quarter 10-Q with a deemed filing time of 6:00 A.M., May 16, 2019.

 

 

PART IV — OTHER INFORMATION

 

(1)  

Name and telephone number of person to contact in regard to this notification

 

 

Christine T. Komola

       (888)       280-2221
(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 report(s).

☒  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 ☒  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.

Special Note Regarding Forward-Looking Statements

This Form 12b-25 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the Company’s anticipated results of operations, statements regarding the Company’s timing and intention to file its First Quarter 10-Q, and the completion of matters necessary to permit filing of the First Quarter 10-Q. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements.

 

 

 

COVETRUS, 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: May 15, 2019

 

By:

  

/s/ Christine T. Komola

    

Christine T. Komola

    

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).