SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 1-14260
(Check one)
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Form 10-K and Form 10-KSB o Form 11-K |
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Form 20-F x Form 10-Q and Form 10-QSB o Form N-SAR |
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For period ended July 3, 2005 |
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Transition Report on Form 10-K and Form 10-KSB |
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Transition Report on Form 20-F |
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Transition Report on Form 11-K |
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Transition Report on Form 10-Q and Form 10-QSB |
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Transition Report on Form N-SAR |
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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
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Full name of registrant |
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The GEO Group, Inc.
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Former name if applicable |
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Address of principal executive office (Street and Number) |
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One Park Place, 621 N.W.
53rd Street, Suite 700
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City, State and Zip Code |
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Boca Raton, Florida 33487
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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) |
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The reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense; |
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x(b) |
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The subject annual report, semi-annual report, transition report on Forms 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 fifth calendar day following the
prescribed due date; and |
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o(c) |
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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 Forms 10-K, 10-KSB, 11-K, 20-F, 10-Q,
10-QSB, N-SAR or the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)
The filing by The GEO Group, Inc. (GEO) of its Form 10-Q for the quarter ended July 3,
2005 (the Second Quarter 2005 10-Q) has been delayed because GEO and its independent
auditor are in the process of completing a review of certain accounting issues relating to
prior historical periods. This review is being done in connection with GEOs remediation
efforts under Section 404 of the Sarbanes-Oxley Act and is focusing primarily on a
recalculation of GEOs one-time gain in 2003 on the sale of its 50% interest in Premier
Custodial Group, GEOs former joint venture in the United Kingdom. The results of the
review may impact previously reported historical financial information. GEO plans to
complete the review shortly and expects to file the Second Quarter 2005 10-Q on or before
August 17, 2005.
This Form 12b-25 contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are any statements that are not based on historical
information. Statements other than statements of historical facts included in this Form 12b-25 are
forward-looking statements. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as may, will, expect, anticipate, intend, plan,
believe, seek, estimate or continue or the negative of such words or variations of such
words and similar expressions. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is expressed or forecasted in such
forward-looking statements and GEO can give no assurance that such forward-looking statements will
prove to be correct. Important factors that could cause actual results to differ materially from
those expressed or implied by the forward-looking statements, or cautionary statements, include,
but are not limited to those factors contained in GEOs Securities and Exchange Commission filings,
including the forms 10-K, 10-Q and 8-K reports.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification.
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John G. ORourke, Senior Vice President and CFO
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(561)
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893-0101 |
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(Name)
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(Area Code)
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(Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) or 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 o 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?
o 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.
The GEO Group, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly
authorized.
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Date: August 12, 2005 |
By: |
/s/ John G. ORourke
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John G. ORourke |
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Senior Vice President and Chief Financial Officer |
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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 representatives
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 (17 CFR 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, DC 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 the 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 or Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.