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OMB
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OMB Number: 3235-0058
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Expires: April 30, 2009 |
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Estimated
average burden
hours per response ... 2.50 |
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SEC FILE
NUMBER |
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CUSIP
NUMBER |
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF
LATE FILING
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(Check one): |
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þ Form 10-K
o Form 20-F
o Form 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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December 31, 2008 |
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o Transition Report on
Form 10-K |
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o Transition Report on
Form 20-F |
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o Transition Report on
Form 11-K |
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o Transition Report on
Form 10-Q |
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o Transition Report on
Form N-SAR |
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For the Transition Period
Ended:
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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
Luminent Mortgage
Capital, Inc.
Full Name of
Registrant
Former Name if
Applicable
1650 Market Street, 36th Floor
Address of Principal
Executive Office (Street and Number)
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)
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o |
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(a)
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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)
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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)
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The accountants 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 or portion thereof, could not be filed within the prescribed
time period.
On September 5, 2008, we together with certain of
our subsidiaries, filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Maryland
(Case No. 08-21389). We are currently considering various strategic alternatives available to facilitate our
restructuring and are operating with a reduced accounting and finance staff.
Because of the significant efforts required by the remaining accounting and finance staff to prepare such analysis and
documentation related to analyzing those potential alternatives,
preparing required periodic reports to the Court, and
considering the potential impact of the various options to our
financial condition and our ability to continue as a going concern, we are not able to file our Form 10-K for the period ended December 31, 2008
within the prescribed time period.
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SEC 1344 (05-06) |
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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.
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(Attach extra
Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this
notification |
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Karen
Chang |
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215 |
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564-5900 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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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).
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Yes o No þ
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Form 10-Q for the period ended June 30, 2008, Form 10-Q for the period ended September 30, 2008
(3) |
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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?
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Yes þ No o
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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.
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Our Form 10-K for the year ended December 31, 2008 will report a significant
change from our report as of December 31, 2007 due to our sales and transfers of assets to repay
debt since December 31, 2007. Since December 31, 2007 we have sold
securities and transferred
securities to repurchase agreement lenders to repay short-term debt and we entered into several
term-note agreements for balances due on repurchase agreement debt. Subsequent to entering into
those term-note agreements, our remaining repurchase agreement lender declared an event of default
to have occurred on our repurchase agreement with them due to our inability to deliver additional
securities or cash necessary to fulfill our obligations under the terms of the agreement.
As a result of the event of default, the repurchase agreement lender took possession of all
remaining mortgage-backed securities
of value, including securities that were retained from our whole loan
securitizations. These transfers of securities resulted in the
derecognition of all of our remaining mortgage-backed securities
from our balance sheet and the deconsolidation of all of our
securitization trusts because we no longer have the rights to receive principal and interest cash
payments from these securities. As of the date our repurchase agreement lender took possession of
our remaining securities, our operations effectively ceased while we consider strategic alternatives.
In addition, due to our adoption of the Statement of Financial Accounting Standards No. 159, Fair
Value Option, as of January 1, 2008, all gains and losses in the fair value of our investment assets
and financing liabilities are now recognized in our statement of operations. We are unable to provide
a reasonable estimate of the changes from the prior year report until the preparation of the key
elements of the financial statements is completed.
Luminent
Mortgage Capital, 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
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April 1, 2009 |
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By |
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/s/ Karen Chang |
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