UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-30270
(Check One): |X| Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2005
[ ] 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 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:
Not applicable
PART I - - REGISTRANT INFORMATION
Glowpoint, Inc.
- ----------------------------------------------------------
Full Name of Registrant
Not Applicable
- ----------------------------------------------------------
Former Name if Applicable
225 Long Avenue
- ----------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Hillside, NJ 07205
- ----------------------------------------------------------
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)
|X| (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, 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 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
Glowpoint, Inc. has determined that it is unable to file its Form 10-K
for the year ended December 31, 2005 by the March 31, 2006 due date or by April
15, 2006 and, accordingly, Glowpoint is not requesting the fifteen-day extension
permitted by the rules of the Securities and Exchange Commission (the "SEC").
Glowpoint's restatement and re-audit
On June 2, 2005, we dismissed our independent accounting firm, BDO
Seidman LLP, for geographic reasons, and retained the independent accounting
firm of Eisner LLP. In the course of its initial assessment of our December 31,
2004 balance sheet, Eisner raised certain issues relating to property and
equipment. Our internal accounting team looked into the matter and subsequently
concluded, on a preliminary basis, that the costs associated with certain
purchases of videoconferencing equipment for resale and certain other operating
costs that represented cost of revenue had erroneously been capitalized as
property and equipment.
These preliminary conclusions were discussed at a meeting of our board of
directors on July 21, 2005. At that meeting, our Audit Committee determined to
undertake an independent investigation of the matter. Following that meeting,
our internal accounting team conducted a further review of the audited financial
statements for 2002 through 2004 and held several discussions with our former
CFO. Based on these discussions, on August 2, 2005, we concluded that our
financial statements for fiscal years 2002 through 2004 (and the related
quarters) and the quarter ended March 31, 2005 needed to be restated and should
no longer be relied upon.
We requested that BDO Seidman audit our restated consolidated financial
statements for fiscal years 2002 through 2004 and review our condensed
consolidated financial statements for the applicable inclusive interim periods
and the quarter ended March 31, 2005, BDO Seidman declined. We have recently
completed the restatement of our audited consolidated financial statements as of
December 31, 2004 and for the year then ended. We have also recently completed
the restatement of our unaudited condensed consolidated financial statements for
the interim periods within 2004 and for the first quarter of 2005.
Our internal accounting team is working diligently to complete our fiscal
2005 results but because we have been devoting our time and resources to the
restatement of fiscal 2004 and the first quarter of 2005, we will be unable to
file our Form 10-K for the year ended December 31, 2005 on a timely basis or
within the 15-day grace period. In addition, restating financial statements for
fiscal years 2002 and 2003 will require significant additional time and
resources, primarily because of the following reasons:
o During 2003, we completed the sale of our VS equipment business to Gores.
As part of the sale, we transferred four data communication servers which
contained various documents and audit support workpapers associated with
the books and records of the VS business for all periods prior to the sale.
We did not retain backups of the information on those servers and we just
recently received data downloads from such servers. Gores was only able to
locate three of the four servers transferred.
o We may not be able to quantify inventory in periods prior to 2004.
Effective with the sale to Gores, we no longer owned any inventory and BDO
Seidman was the only auditor who observed the physical inventory counts
that affect those periods. To date we have not been able to verify such
inventory amounts, which will be necessary in order to complete a
restatement of our consolidated financial statements for the years ended
December 31, 2002 and 2003. We will take all available actions to gain
access to the BDO Seidman workpapers.
o Without further time and resources, we cannot ensure that the resolution of
the above items will enable us to restate fiscal years 2002 and 2003 on a
timely basis or at all.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
David C. Trachtenberg (973) 282-2000
(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 the answer is no,
identify report(s).
[ ] Yes |X| No
Glowpoint has not yet filed Reports on Form 10-Q for the quarters
ended June 30, 2006 and September 30, 2006.
(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 a
portion thereof?
[ ] 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.
Glowpoint, Inc.
--------------------------- ----------------
(Name of Registrant as specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 3, 2006
/s/ David C. Trachtenberg
- -----------------------------
David C. Trachtenberg
Chief Executive Officer