- Notification that Annual Report will be submitted late (NT 10-K)

 

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549   FORM 12b-25	OMB APPROVAL
		OMB Number:3235-0058 Expires:May 31, 2012 Estimated average burden hours per response . . . . . 2.50
	NOTIFICATION OF LATE FILING	SEC FILE NUMBER   000-50872
		CUSIP NUMBER   298716 101

(Check one):

ý 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

EuroBancshares, Inc.

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Full Name of Registrant

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Former Name if Applicable

State Road PR-1, Km. 24.5, Quebrada Arenas Ward  

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Address of Principal Executive Office (Street and Number)

San Juan, Puerto Rico  00926  

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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)

	(a)	The reason 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 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.

 

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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.

 

EuroBancshares, Inc. (“Company”) could not file its Annual Report on Form 10-K for the period ending December 31, 2009 within the prescribed time period without unreasonable effort or expense due to unanticipated delays that were experienced in its closing process.  Because of these unanticipated delays the Company is still working on its regulatory reports.  The Company plans to file its Annual Report on Form 10-K for the period ending December 31, 2009 within 15 or fewer calendar days.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

 

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

 

Rafael Arrillaga-Torréns, Jr.		787		751-7340
(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  ý 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 ?

Yes  ý 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.

 

For the nine months ended September 30, 2009 we reported a net loss of $16.0 million or $(0.83) per diluted share. We are finishing our closing processes and we expect to report a net loss of not less than $55.9 million, or $(2.87) per diluted share, for the quarter ended December 31, 2009.

 

Note regarding forward-looking statements:  Statements contained in this Notification of Late Filing on Form 12b-25 that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including our expectations, intentions, beliefs, or strategies regarding the future.  Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions.  Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them.  All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements.  It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions, customer disintermediation and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed under the section entitled “Risk Factors,” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2009, as updated by our subsequent Quarterly Reports on Form 10-Q.

 

 

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EuroBancshares, 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 31, 2010		By	/s/ Rafael Arrillaga-Torréns, Jr.
				Rafael Arillaga-Torréns, Jr., President & CEO

 

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.

 

 

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ATTENTION Intentionally 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, 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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