FORM NT 10-K
|
|
|
|
|
|
|
|
|
OMB APPROVAL
|
|
|
|
|
|
OMB Number:
|
3235-0058 |
|
|
Expires:
|
April 30, 2009 |
|
|
Estimated average burden |
|
|
hours per response................................
|
2.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
SEC FILE NUMBER
|
|
|
1-15827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP NUMBER
|
|
|
92839U107
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
|
|
|
|
|
|
|
|
|
|
|
|
|
(Check One):
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
For Period Ended:
|
|
December 31, 2008 |
|
|
|
|
|
|
|
o Transition Report on Form 10-K |
|
|
|
|
|
|
|
|
|
|
o Transition Report on Form 20-F |
|
|
|
|
|
|
|
|
|
|
o Transition Report on Form 11-K |
|
|
|
|
|
|
|
|
|
|
o Transition Report on Form 10-Q |
|
|
|
|
|
|
|
|
|
|
o Transition Report on Form N-SAR |
|
|
|
|
|
|
|
|
|
|
For the Transition
Period Ended:
|
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
VISTEON CORPORATION
Full Name of Registrant
Former Name if Applicable
One Village Center Drive
Address of Principal Executive Office (Street and Number)
Van Buren Township, Michigan 48111
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 |
|
|
|
|
|
|
þ
|
|
|
(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 accountants 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. (Attach
extra Sheets if Needed)
Due to the impact of adverse economic and industry conditions on Visteon Corporations (the
Company) current liquidity outlook, management anticipates that the report of the Companys
independent registered public accounting firm on the Companys 2008 consolidated financial
statements likely will contain an explanatory paragraph indicating substantial doubt about the
Companys ability to continue as a going concern. The inclusion of such a paragraph in such
report would result in defaults under certain indebtedness of the Company, which defaults, if
not cured or waived prior to the expiration of the applicable grace period, would result in an
event of default under the Companys principal U.S. senior secured credit facilities. Such
events of default, if they occur, provide the lenders the right to demand all amounts due under
the respective agreements immediately due and payable, which may result in a cross-default under
other indebtedness of the Company. The Company has commenced discussions with the
Administrative Agents of its senior secured credit facilities, as well as with an ad hoc
committee of lenders under its senior secured term loan (the Ad Hoc Committee), in order to
obtain a waiver and/or amendment relating to such potential noncompliance; however, the Company can
provide no assurances that such waiver and/or amendment can be obtained.
Because of managements time devoted to these discussions, as well as the uncertainty and range
of potential outcomes of these and other discussions, the Company is unable to complete the
financial statements and other disclosures required to be included in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2008 within the prescribed time period without
unreasonable effort and expense.
The Company is also assessing its ability to implement additional restructuring and other
actions in response to current and projected market conditions, overall automotive sector
instability and the Companys history of operating losses and cash usage, including discussions
that have been commenced with the Ad Hoc Committee regarding the Companys capital structure and
potential liquidity needs. However, the Company can provide no assurances that it will be able
to implement any such actions in a manner or on terms that would be satisfactory to the
Company.
PART IV OTHER INFORMATION
(1) |
|
Name and telephone number of person to contact in regard to this notification |
|
|
|
|
|
|
|
|
|
William G. Quigley III |
|
|
(734 |
) |
|
|
710-7110 |
|
|
(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). |
(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 þ Noo
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.
Explanation:
The Company announced a preliminary net loss of $328 million, on sales of $1.65 billion, for the
fourth quarter of 2008, compared to a net loss of $43 million, on sales of $2.9 billion, for the
comparable fiscal period in the prior year as reported in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2007 and filed on February 22, 2008. The Company also announced a
preliminary net loss of $663 million, on sales of $9.5 billion, for full year 2008, compared with a
net loss of $372 million, on sales of $11.3 billion, for full year 2007 as reported in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2007. The preliminary results for the
fourth quarter ended December 31, 2008 included a non-cash asset impairment charge of $200 million
for long-lived assets utilized in the Interiors business. The Companys press release announcing
these preliminary financial results for 2008 was furnished to the Securities and Exchange
Commission pursuant to Item 2.02 in the Companys Current Report on Form 8-K filed on February 25,
2009.
VISTEON 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 March 16, 2009 |
By |
/s/ William G. Quigley III
|
|
|
|
(William G. Quigley III, Executive Vice President and Chief Financial Officer) |
|
|
|
|
|
|