nt10-q.htm
         
   
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
  
OMB APPROVAL
 
OMB Number: 3235-0058
Expires: April 30, 2012
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SEC FILE NUMBER
1-8546
         
       
CUSIP NUMBER
871551107

     
   
(Check one):    
  
¨   Form 10-K     ¨   Form 20-F     ¨   Form 11-K     x   Form 10-Q     ¨   Form 10-D
¨   Form N-SAR     ¨   Form N-CSR
   
   
For Period Ended:  May 26, 2012
   
   
¨   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

 
 
Syms Corp.
Full Name of Registrant
 
N/A
Former Name if Applicable
 
One Syms Way
Address of Principal Executive Office (Street and Number)
 
Secaucus, New Jersey 07094
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 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.

     
SEC 1344 (05-06)
  
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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.
 
Syms Corp. (the “Company”) requires additional time to complete the financial statements, related footnotes and other disclosures in its Form 10-Q for the fiscal quarter ended May 26, 2012. As previously disclosed, on November 2, 2011, the Company, pursuant to the provisions of the United States Bankruptcy Code (the “Bankruptcy Code”), filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware seeking relief under the provisions of Chapter 11 of the Bankruptcy Code (the “Bankruptcy Case”). The Bankruptcy Case has resulted in a severe reduction in the Company’s workforce and the Company has devoted substantially all of its remaining resources to the Bankruptcy Case, including the asset sale process. In accordance with Rule 12b-25 under the Securities Exchange Act of 1934, the Company anticipates filing its Form 10-Q within several days, but in no event later than five calendar days following the due date.

PART IV — OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification

           
 
Gary Binkoski
    
201
  
902-9600
 
(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 1 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   x     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   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.
 
Due to adverse business conditions, the previously reported Chapter 11 filing and other circumstances, there was a significant adverse change in the Company’s results of operations for the quarter ended May 26, 2012, as compared to the same fiscal quarter in the prior year. Since the same quarter  in 2011, the Company ceased its retail operations and liquidated its inventory, furniture and fixtures, and transitioned from the going concern basis to the liquidation basis of accounting. This transition has caused the presentation of assets and liabilities in the Company’s financial statements to differ significantly from prior fiscal reporting periods. Additionally, while the Company has not yet finalized its Chapter 11 Plan, the Company expects that its activities after the adoption of such plan will consist primarily of liquidating its remaining real estate assets, which will continue to impact the Company's results of operations.  For these reasons, the Company is unable to reasonably estimate its results of operations for the quarter ended May 26, 2012.

 
 
 


     
 
Syms Corp.
  
 
(Name of Registrant as Specified in Charter)
  
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

             
Date: 
  
July 5, 2012
  
  
  
/s/ Gary Binkoski
 
  
  
  
By: 
  
Gary Binkoski
 
  
  
  
  
  
Chief Financial Officer
 

 
 
 



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).