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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ambassadors International, Inc. (MM) | NASDAQ:AMIE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.31 | 0 | 01:00:00 |
United States
Securities and Exchange Commission
Washington, D.C. 20549
(Amendment No. 0 )*
OMB Number
3235-0058 |
SEC File Number
0-26420 |
CUSIP Number
023178205 |
(Check one): | √ | 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, 2010 | |||||||||||
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 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. |
(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. |
Ambassadors International, Inc. (the “Company”) was unable to file its Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”) as required on March 31, 2011 primarily because the Company has been in extensive discussions with the principal secured creditor of the Company regarding the commencement by the Company and its United States subsidiaries of voluntary bankruptcy proceedings under Chapter 11 of the United States Bankruptcy Code and a sale of substantially all the assets of the Company and its subsidiaries, as described below. These discussions and the related uncertainties made it impossible to complete the Company’s financial statements or its 2010 Form 10-K by the due date of March 31, 2011.
The completion of the 2010 Form 10-K also was delayed because the Company’s management has not yet completed its determination of the charge for impairment to the Company’s assets that may be required for the year ended December 31, 2010 in accordance with generally accepted accounting principles.
The Company commenced voluntary bankruptcy proceedings in the United States Bankruptcy Court for the District of Delaware on April 1, 2011. The principal senior secured creditor of the Company and its subsidiaries has agreed to provide financing to the Company and its subsidiaries during the bankruptcy proceedings and sale process. In addition, the Company has entered into an agreement with such secured creditor whereby, subject to approval of the Bankruptcy Court (and to the receipt of higher and better offers), a newly formed entity to be designated by such secured creditor would surrender for cancellation substantially all the outstanding 10% Senior Secured Notes of the Company, and assume certain liabilities of the Company and its subsidiaries, as full consideration for the acquisition of substantially all the assets of the Company and its subsidiaries.
It is expected that holders of the Company’s common stock and 3.75% convertible notes will not receive any distribution following the sale of substantially all the assets of the Company and its subsidiaries, and accordingly the Company’s common stock and 3.75% convertible notes will likely have little, if any, value as a result of the bankruptcy proceedings.
Name and telephone number of person to contact in regard to this notification
Mark Detillion | 206 | 292-9606 |
(Name) | (Area Code) | (Telephone Number) |
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?
Yes | √ | No |
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 | √ | No |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized
Date: | 04-01-2011 | By /s/ | Mark T. Detillion | 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).
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