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EXPIRES: MARCH 31, 2006
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-21858
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CUSIP NUMBER
458751104
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(CHECK ONE):|_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: SEPTEMBER 30, 2005
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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
INTERLINK ELECTRONICS, INC.
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Full Name of Registrant
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Former Name if Applicable
546 FLYNN ROAD
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Address of Principal Executive Officer (STREET AND NUMBER)
CAMARILLO, CA 93012
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City, State and Zip Code
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SEC 1344 PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
(07-03) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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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, 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.
PART III - NARRATIVE
State below in reasonable detail why Forms 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 time period.
As disclosed in the Current Report on Form 8-K filed by the Registrant
on November 3, 2005, the Registrant's Audit Committee, on management's
recommendation, concluded that the Registrant's financial statements for the
years ended December 31, 2003 and December 31, 2004 and the quarters ended March
31, 2005 and June 30, 2005 should no longer be relied upon and should be
restated. The Registrant intends to restate its previously issued financial
statements for the above mentioned quarters to correct the accounting for the
following items:
(1) For the years ended December 31, 2003 and December 31, 2004
and the first and second quarters of 2005, the Company expects
to increase cost of goods sold and record a corresponding
decrease in net income (or increase in net loss) to reflect
improperly recorded transactions between the Company and its
principal vendor in China.
(2) For the quarterly period ended June 30, 2005, the Company also
expects to increase cost of goods sold and record a
corresponding increase in net loss to reflect licensing
charges that were not included in cost of sales.
The Registrant is working diligently to complete these matters,
however, due to the time and effort involved (and without unreasonable effort or
expense), the Registrant is not able to file its Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2005 within the prescribed time
period. The Company now expects to file its Quarterly Report on Form 10-Q on or
before November 14, 2005, and such report will include disclosure of the
adjustments on the financial statements, including net income (loss), for each
of the periods included in the unaudited financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
CHARLES C. BEST (805) 484-1356
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(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). |X| Yes |_| 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?
|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 attached Explanation.
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INTERLINK ELECTRONICS, 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 NOVEMBER 10, 2005 By /S/ CHARLES C. BEST
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Charles C. Best
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 or 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
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INTERNATIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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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 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 (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
PART IV (3) - EXPLANATION
Interlink Electronics, Inc. (the "Company") previously announced that
it intended to restate its financial results for the years ended December 31,
2003 and December 31, 2004 and the first two quarters of 2005 to reflect two
matters that the Company identified in the recent reconciliation of accounts
with a key vendor in China and a third matter relating to unrecorded licensing
costs. The first matter relates to the write-off of certain receivables due from
a vendor originating in the fourth quarter of 2003. The second matter relates to
certain payables due to the same vendor that, due to certain accounting
complications, were not properly recorded in the Company's accounting system for
the third and fourth quarters of 2004 and the first and second quarters of 2005.
The third matter relates to an understatement of cost of sales in the first and
second quarters of 2005, respectively, relating to certain licensing charges
that were not recorded.
In connection with the above restatement, the Company identified
additional material weaknesses in the Company's system of internal control over
financial reporting, as follows:
o The Company identified certain weaknesses in its internal
controls related to its account reconciliation process with a
major vendor. Because of the Company's failure to timely and
accurately perform account reconciliations, a write-off of
certain receivables was not made in the fourth quarter of
2003. In addition, the Company also failed to properly record
invoices received from this same vendor from August 2004
through June 2005. Accordingly, restatement of the Company's
third and fourth quarters of 2004 and first and second
quarters of 2005 is necessary. At the direction of the Chief
Executive and Chief Financial Officers, the Company has
adopted new management vendor procedures that it believes will
remedy this material weakness.
o In the course of reviewing its inventory records during the
third quarter financial close process, the Company identified
a material weakness in its inventory and costing process. This
weakness led to software license costs remaining in inventory
that should have been expensed in the first and second
quarters of 2005. At the direction of the Chief Executive and
Chief Financial Officers, the Company is developing revised
internal control procedures so that this material weakness
will be remediated.
The Company and its external auditors are working diligently to assess
the impact of the above items on its financial statements for the years ended
December 31, 2003 and December 31, 2004 and the quarters ended March 31, 2005
and June 30, 2005, however, due to the time and effort involved (and without
unreasonable effort or expense), the Company has not yet been able to finalize
the amount of the anticipated change to its financial statements for those
periods and is thus not able to provide a reasonable estimate of its results for
the related periods.