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UNITED STATES FORM 12b-25
NOTIFICATION OF LATE FILING |
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(Check one): |
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x Form 10-K |
o Form 20-F |
o Form 11-K |
o Form 10-Q |
o Form 10-D | |
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o Form N-SAR |
o Form N-CSR |
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For Period Ended: |
December 31, 2011 | ||||
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type. |
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
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Boingo Wireless, Inc. |
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Full Name of Registrant |
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Former Name if Applicable |
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10960 Wilshire Blvd., Suite 800 |
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Address of Principal Executive Office (Street and Number) |
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Los Angeles, California 90024 |
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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)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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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 |
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(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, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Company has been unable to complete its financial statements to be included in its Form 10-K for the fiscal year ended December 31, 2011 due to a delay in completing the tax provisions, which delay could not be eliminated by the Company without unreasonable effort and expense. In preparing its financial statements, the Company determined that there were errors in its income tax provisions dating back to 2006, which led to a material weakness. The Company will revise its financial statements to be filed in its Form 10-K for the fiscal year ended December 31, 2011 and expects that any tax adjustments will be immaterial to all previously issued financial statements and that it should be able to complete the work necessary for it to file its Form 10-K for the fiscal year ended December 31, 2011 within the fifteen-day extension provided by Rule 12b-25.
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SEC 1344 (04-09) |
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
PART IV — OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification | ||||
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Edward Zinser |
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310 |
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586-5180 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(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). | ||||
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x Yes o 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? | ||||
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x Yes o 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.
Changes in the Company’s results of operations are reflected in the Company’s news release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2011. This news release was furnished as Exhibit 99.1 to the Company’s current report on Form 8-K filed on February 16, 2012. The Company expects that the results of operations set forth in the February 16, 2012 news release can be relied upon. | ||||
Boingo Wireless, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date |
March 30, 2012 |
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By |
/s/ Edward Zinser |
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Edward Zinser |
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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.
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||