| SEC FILE NUMBER 001-35319 |
| CUSIP NUMBER 858098 106 |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25 |
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| NOTIFICATION OF LATE FILING |
(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10D
☐ Form N-SAR ☐ Form N-CSR
For Period Ended: October 31, 2018
☐ 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: |
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PART I REGISTRANT INFORMATION
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| Steel Connect, Inc. |
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Full Name of Registrant
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Former Name if Applicable
1601 Trapelo Road, Suite 170 |
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Address of Principal Executive Office (Street and Number)
Waltham, Massachusetts 02451 |
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City, State and Zip Code
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PART II
RULES 12b-25(b) AND (c)
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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.)
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(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(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
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(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.
Steel Connect, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended October 31, 2018 (the “Report”) without unreasonable effort or expense primarily due to delays in filing the Company’s Annual Report on Form 10-K (the “Annual Report”), which was filed on December 4, 2018. The Company expects to be able to file the Report on or before the 5th calendar day following its original prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
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Louis J. Belardi |
(781) |
663-5093 |
| (Name) | (Area Code) | (Telephone Number) |
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(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
Response to (2):
The Company has not filed an amendment on Form 10-K/A to its Annual Report that will include required Part III information.
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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 ☐ No |
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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.
Response to (3):
The changes in results of operations from the corresponding period for the last fiscal year primarily relate to changes relating to the acquisition of IWCO in December 2017.
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Steel Connect, Inc. (Name of Registrant as Specified in Charter) |
| has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. |
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| Date |
December 11, 2018 |
By |
/s/ Louis J. Belardi |
Name: Louis J. Belardi Title: Chief Financial Officer | |||