djco20131213_nt10k.htm

 

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

OMB APPROVAL

 

OMB Number: 3235-0058

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SEC FILE NUMBER

005-38275

         

 

 

 

 

CUSIP NUMBER

233912104 

 

 

 

 

 

 

 

(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:  September 30, 2013

 

 

 

 

☐   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

 

 

Daily Journal Corporation

Full Name of Registrant

 

 

Former Name if Applicable

 

915 East First Street

Address of Principal Executive Office (Street and Number)

 

Los Angeles, California 90012

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.

 

Daily Journal Corporation (the “Company”) will be unable to file its Form 10-K for the fiscal year ended September 30, 2013 within the prescribed time frame because the Company requires additional time to complete its assessment of the Company’s internal control over financial reporting and the related audit.

 

Due to a significant increase in the Company’s stock price in 2013, the Company no longer qualifies as a smaller reporting company and is now an accelerated filer for the first time. Accordingly, this is the first fiscal year for which an audit of the Company’s internal control over financial reporting is required, and this is the first year that the filing deadline for the Company’s Form 10-K has been shortened from 90 days to 75 days following the end of the fiscal year.

 

The Company expects the assessment and audit to be completed in time for the Company to file its Form 10-K no later than the fifteenth calendar day following the due date.

 

PART IV — OTHER INFORMATION

 

(1)

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

 

 

Gerald L. Salzman

    

213

  

229-5300

 

(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.

 

 
 
 

 

 

 

 

 

Daily Journal Corporation

 

 

(Name of Registrant as Specified in Charter)

 

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

Date: 

  

December 16, 2013

  

 

  

/s/ Gerald L. Salzman

 

  

 

  

By: 

  

Gerald L. Salzman

 

  

 

  

 

  

President, Chief Executive Officer, Chief Financial Officer, Treasurer and Assistant Secretary

 

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).

 

 

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, D.C. 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 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 reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).

 

6.

  

Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of the Regulation S-T (§232.12(b) of this chapter).