-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GoPGbGFsouAwWKNxNuT49Th1PwJxFSkW4NDlYblOOhPlt4IgCK8HzByW1bz03N9t +XpZtd/DMrcDxypxTUH2Hw== 0001193125-10-059451.txt : 20100317 0001193125-10-059451.hdr.sgml : 20100317 20100317144905 ACCESSION NUMBER: 0001193125-10-059451 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100317 DATE AS OF CHANGE: 20100317 EFFECTIVENESS DATE: 20100317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RASER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001103078 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 870638510 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32661 FILM NUMBER: 10688588 BUSINESS ADDRESS: STREET 1: 941 E 3665 S CITY: SLC STATE: UT ZIP: 84106 BUSINESS PHONE: 8012316735 MAIL ADDRESS: STREET 1: 5152 NORTH EDGEWOOD DRIVE STREET 2: STE 375 CITY: PROVO STATE: UT ZIP: 84604 FORMER COMPANY: FORMER CONFORMED NAME: WASATCH WEB ADVISORS INC DATE OF NAME CHANGE: 20000330 NT 10-K 1 dnt10k.htm FORM 12B-25 Form 12b-25
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

  OMB APPROVAL
   

OMB Number:            3235-0058

Expires:                   May 31, 2012

Estimated average burden

hours per response                 2.50

   
   

SEC FILE NUMBER

001-32661

   
   

CUSIP NUMBER

754055-10-1

 

(Check One):    

 

x  Form 10-K    ¨  Form 20-F    ¨   Form 11-K    ¨  Form 10-Q

¨  Form 10-D    ¨   Form N-SAR    ¨  Form N-CSR

  For Period Ended: December 31, 2009
  ¨  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

 

Raser Technologies, Inc.
Full Name of Registrant
        
Former Name if Applicable
5152 North Edgewood Drive, Suite 200
Address of Principal Executive Office (Street and Number)
Provo, Utah 84604
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.

 

 

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.

The independent public accountants (the “Auditors”) engaged to audit the financial statements required to be filed with the Annual Report on Form 10-K (the “Annual Report”) of Raser Technologies, Inc. (the “Company”) have informed the Company that they will be unable to complete their audit of those financial statements prior to the designated filing date for the Annual Report. The delay in completing the audit could not be eliminated by the Company without unreasonable effort or expense. Accordingly, the Company will be unable to file the Annual Report on a timely basis. Based upon information provided by the Auditors, the Company believes it will be able to file the Annual Report for the year ended December 31, 2009 within the 15-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The statement of the Auditors required by Rule 12b-25(c) is attached as Exhibit A to this Report.

 

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.

(Attach extra Sheets if Needed)

 

PART IV — OTHER INFORMATION

 

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

 

Richard D. Clayton      (801)    765-1200
(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  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.

We anticipate that the Company will report a net loss of approximately $20.2 million for the year ended December 31, 2009 as compared to a net loss of $45.5 million for the year ended December 31, 2008.

The decrease in the Company’s net loss for the year ended December 31, 2009 was due primarily to a significant decrease in expenses incurred for the development of geothermal resources and construction of geothermal power plants. Total operating expenses for the year ended December 31, 2009 were $21.2 million compared to $38.6 million for the year ended December 31, 2008. Major construction of the Company’s Thermo No. 1 plant was completed in the fourth quarter of 2008. The Company also incurred certain impairment charges during 2008 related to certain unsuccessful geothermal wells at the Company’s Truckee and Thermo sites, which resulted in a non-cash expense of $13.6 million. Research and development activities were significantly lower during 2009 resulting primarily from decreased staffing levels and decreased use of outside consultants related to efforts on the development of our Hummer demonstration vehicle. The Company did not commence construction of any new power plants during 2009.

Management anticipates that the Auditor’s report on the Company’s financial statements will again express doubt about the Company’s ability to continue as a going concern. The audit report filed with our Form 10-K for the fiscal year ended December 31, 2008 also expressed doubt about the Company’s ability to continue as a going concern.

 

 

 

 

 

Raser Technologies, Inc.
(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 17, 2010    By     /s/    Richard D. Clayton
        

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 Regulation S-T (§232.201 and §232.202 of this chapter).

 

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EXHIBIT A

[LETTERHEAD OF HEIN & ASSOCIATES LLP]

March 17, 2010

Raser Technologies, Inc.

5152 North Edgewood Drive, Suite 200

Provo, Utah 84604

Gentlemen:

This letter is written in response to the requirement of Rule 12b-25(c) under the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II of Form 12b-25.

We are the independent auditors of Raser Technologies, Inc. (“Raser”). We are unable to complete the audit of the financial statements of Raser, and we will be unable to complete the audit by the required filing date of March 16, 2010 without unreasonable effort or expense.

 

Sincerely,
/s/ Hein & Associates LLP
HEIN & ASSOCIATES LLP
Certified Public Accountants

 

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