NT 10-K 1 dnt10k.htm NOTIFICATION OF LATE FILING Notification of Late Filing



Washington, D.C. 20549


FORM 12b-25




Commission File Number:

1- 8443


CUSIP Numbers:



(Check One)    


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

¨  Form N-SAR     ¨  Form N-CSR

  For Period Ended: December 31, 2007
  ¨  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:             





Telos Corporation
Full Name of Registrant
C3, Inc.
Former Name if Applicable
19886 Ashburn Road
Address of Principal Executive Office (Street and Number)
Ashburn, VA 20147
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 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, 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.




State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof could not be filed within the prescribed period.

As a result of the recent engagement of new principal independent registered public accountant (referenced in the Company’s 8-K filing dated September 17, 2007) and the time required for the subsequent transition, the Form 10-K for the period ended December 31, 2007 could not be filed within the prescribed time period.






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


Michele Nakazawa      703    724-3800
(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 reports(s).    ¨  Yes    x  No

See Attachment A hereto.




(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?    x  Yes    ¨  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.

See Attachment B hereto.






Telos Corporation
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



   April 1, 2008    By:     s/ Michele Nakazawa
      Title:    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.



Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).



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 a report 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).



Attachment A

Explanation Referred to in Part IV, Item (2) of Form 12b-25

The Company has determined that Mr. Seth W. Hamot and Mr. Andrew R. Siegel, the Company’s Class D directors elected to the Board of Directors in June 2007, failed to file a Form 3 upon election to the Board of Directors. In addition, the Form 3 reporting Mr. Robert J. Brandewie’s appointment as an executive officer of the Company was not filed until January 2008.



Attachment B

Explanation Referred to in Part IV, Item (3) of Form 12b-25

The Company’s net income for year ended December 31, 2007 was $5.0 million, compared to the $29.7 million net loss in same period in 2006. The $34.7 million increase was primarily attributable to a decrease of approximately $12.0 million in interest expense related to the public preferred stock during the second quarter of 2006, a $5.8 million gain on sale of Telos Identity Management Solutions, LLC membership interest in April 2007, and an increase of $17.9 in operating income resulting from increases in sales and gross profit of higher margin business offerings.