UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 1-08395
Washington, D.C. 20549 Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) __ Form 10-K ___ Form 20-F __ Form 11-K _x_ Form 10-Q __ Form N-SAR
__ Form N-CSR
For Period Ended: May 21, 2006
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[ ] 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:
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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.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Morgan's Foods, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
24200 Chagrin Blvd., Suite 126
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Address of Principal Executive Office (STREET AND NUMBER)
Beachwood, OH 44122
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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 reasons described in reasonable detail in Part III
- of this form could not be eliminated without
unreasonable effort or expense;
x (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 of 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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
Morgan's Foods, Inc. ("Company") is unable to file its Quarterly Report on Form
10-Q for the fiscal quarter ended May 21, 2006 by the prescribed due date of
July 5, 2006 without incurring unreasonable effort and expense. The Company
requires additional time to complete its financial statements due to the delay
in closing its books for the fiscal year ended February 26, 2006 caused by the
analysis of a technical accounting issue related to the determination of the
amount of its deferred tax asset valuation allowance which was identified during
the fiscal 2006 closing process. This issue caused a delay in closing the
Company's books for the year which subsequently caused a delay in the closing
process for the quarter. The Company expects to complete its closing process and
file its Quarterly Report on Form 10-Q by July 10, 2006.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth L. Hignett 216 360-7500
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
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).
X Yes No
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(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
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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:
Results of operations for the first quarter of fiscal 2007 ended May
21, 2006 are expected to be similar to those reported for the prior
fiscal year first quarter ended May 22, 2005 except primarily for the
inclusion of $261 thousand of insurance proceeds in the prior year
quarter. The Company expects to report sales of approximately $21.1
million for first quarter fiscal 2007 compared to sales of $20.8
million for first quarter fiscal 2006 and net income of approximately
$899 thousand for first quarter fiscal 2007 compared to $1,192 thousand
for first quarter fiscal 2006.
Morgan's Foods, Inc.
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(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 6, 2006 By: /s/ Kenneth L. Hignett
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Name: Kenneth L. Hignett
Title: Senior Vice President,
Chief Financial Officer & Secretary
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 persons
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 INSTRUCTION
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, placeCityWashington, StateD.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 amendment 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 (Section 232.201 or Section 232.202 of
this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).