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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
SEC File Number: 000-12742
CUSIP Number: 848565107
NOTIFICATION OF LATE FILING
(Check one) [_] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10D
[_] Form N-SAR [_] Form N-CSR [X] Form 10-Q
For period ended SEPTEMBER 30, 2008
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[_] 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
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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
Full Name of Registrant: SPIRE CORPORATION
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Former Name if Applicable: N/A
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Address of Principal Executive Office (STREET AND NUMBER): ONE PATRIOTS PARK
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City, State and Zip Code: BEDFORD, MA 01730-2396
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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 box if appropriate.)
(a) The reasons 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
[X] 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.
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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 of portion thereof, could not be filed within
the prescribed time period.
The Registrant is unable to complete the preparation of its financial
statements for its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2008 within the prescribed time period because it is evaluating
the timing of revenue recognition with respect to a single multi-element
contract with one customer and analyzing its impact, if any, on prior periods.
Accordingly, the Company cannot complete its overall review without unreasonable
effort or expense.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
CHRISTIAN DUFRESNE (781) 275-6000
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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 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.
Although the Registrant has not yet completed its financial statements for the
quarter ended September 30, 2008, the Registrant anticipates significant changes
in results of operations from the corresponding period of 2007 will be reflected
by the earnings statements to be included in its Form 10-Q for the quarter ended
September 30, 2008. However, as a result of the issues discussed above under
Part III, a reasonable estimate of the results cannot be made at this time.
SPIRE CORPORATION
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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 NOVEMBER 14, 2008 By: /s/ CHRISTIAN DUFRESNE
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Name: CHRISTIAN DUFRESNE
Title: CHIEF FINANCIAL OFFICER
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).