UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K SEC File Number: 1-9298
[ ] Form 10Q [ ] Form N-SAR Cusip Number: 755103108
For Period Ended: January 2, 2005
[ ] 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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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:
Entire Form 10-K
PART I - REGISTRANT INFORMATION
Raytech Corporation
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Full Name of Registrant
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Former Name if Applicable
Four Corporate Drive , Suite 295
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Address of Principal Executive Office (Street and Number)
Shelton, CT 06484
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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, 11-K or Form N-SAR, 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.
[ ] (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 portion thereof, could not be filed within the
prescribed time period.(Attach extra sheets if needed.)
See Attachment A
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John B. Devlin 203 925-8021
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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 Attachment A
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RAYTECH CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:____________________________ By: ______________________________
Name: ________________________
Title: _______________________
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001)
ATTACHMENT A
ANSWER TO PART III
The Report on Form 10-K of Raytech Corporation (the "registrant") for the fiscal
year ended January 2, 2005 cannot be filed timely and the reason for the
untimely filing cannot be eliminated without incurring unreasonable effort and
expense. The registrant is finalizing its accounting for, and disclosures
relating to, impairment charges and restructuring charges arising from its
decisions to close its Sterling Heights, Michigan and Liverpool, England
manufacturing facilities and to relocate its corporate office from Shelton,
Connecticut to its existing facilities in Crawfordsville, Indiana. The
registrant is also still completing its analysis and its review of its deferred
tax assets. These tasks will not be completed by the registrant until after the
due date for the Report. Additionally, the registrant is seeking waivers from
its lenders with respect to certain covenants in its lending agreements. Certain
of these covenants, if not waived, would make the debt callable by the lending
institutions. Although the registrant currently believes that its lenders will
provide the waivers and the registrant will cure the default, discussions
between the company and its lenders will continue beyond the due date for the
Report. The registrant believes that if the covenant waivers are not obtained,
the registrant's independent registered public accounting firm may include an
explanatory paragraph in connection with its report on the registrant's
financial statements included in the registrant's Form 10-K for the fiscal year
ended January 2, 2005 disclosing that there is significant doubt about the
registrant's ability to continue as a going concern. The registrant expects to
file its Form 10-K for the fiscal year ended January 2, 2005 within fifteen
calendar days after the prescribed due date of such Form 10-K.
ANSWER TO PART IV (3)
It is currently anticipated that the registrant will report a net loss of
approximately $3 million for the fiscal year ended January 2, 2005 ("fiscal
2004"), compared to a net loss of $66 million for the fiscal year ended December
28, 2003 ("fiscal 2003"), of which approximately $49 million related to an
impairment charge. The impairment charge recorded in fiscal 2003 related to the
write down of certain tangible and intangible assets triggered by the decline in
profitability in the Domestic Wet Friction segment during fiscal 2003.
In fiscal 2004, the registrant currently expects to record an impairment charge
of $2 million and a restructuring charge of $3 million. The restructuring
expense and impairment charge recorded in fiscal 2004 relates to the announced
closure of certain manufacturing facilities and the relocation of the corporate
functions.
During fiscal 2004, the registrant currently expects that it will also report
increases in worldwide sales, gross profit and operating profit compared to
fiscal 2003.