UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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Commission
File Number 1-6560
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(Check
One): [X] Form 10-K [ ] Form
20-F [ ] Form 11-K [ ] Form
10-Q
[ ]
Form 10-D [ ] Form
N-SAR [ ] Form N-CSR
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For
the Period Ended: September 30,
2008
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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: ______________
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
Items(s) to which the notification relates: ____________
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PART
I – REGISTRANT INFORMATION
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THE
FAIRCHILD CORPORATION
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(Full
name of Registrant)
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1750
Tysons Boulevard, Suite 1400, McLean, VA 22102
(Address
of principal executive offices)
(703)
478-5800
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(Registrant’s
telephone number, including area
code)
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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]
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(a)
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The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or
expense;
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(b)
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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 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
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(c)
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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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach extra sheets if
needed.)
The
Fairchild Corporation is unable to file its Annual Report on Form 10-K for the
year ended September 30, 2008 within the prescribed time period because the
Company needs additional time to complete its Form 10-K.
PART
IV – OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Michael
McDonald
(Name)
703
478-5800
(Area
Code) (Telephone Number)
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(2)
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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
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(3)
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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 [ ] 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.
THE FAIRCHILD
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:
December 29, 2008
By: /s/ MICHAEL L.
McDONALD
Michael
L. McDonald
Senior
Vice President and Chief Financial Officer
of
The Fairchild Corporation
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other
duly 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
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See
18 U.S.C. 1001).
ESTIMATE
OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS FROM THE CORRESPONDING PRIOR
PERIOD.
Revenues
are estimated to have increased by $36.9 million, or 10.6%, for fiscal 2008
compared to fiscal 2007. Revenues in our PoloExpress segment are estimated to
have increased by $35.1 million primarily due to the opening or relocation of
several stores and the impact of fluctuations in foreign currency exchange rates
between the Euro and US dollar. Revenues in our Hein Gericke segment
are estimated to have decreased by $7.1 million primarily due to the closing or
sale of several stores and a year-over-year decrease in Hein Gericke’s same
store sales offset partially by the positive impact of fluctuations in foreign
currency exchange rates between the Euro and US dollar. Sales in our
Aerospace segment are estimated to have increased $8.9 million due to an overall
improvement in the areas of the aerospace industry for which we provide
products.
Operating
loss is estimated to be $65.0 million for fiscal 2008 compared to $34.8 million
in fiscal 2007. The $30.2 million increase in operating loss for
fiscal 2008 compared to fiscal 2007 was due primarily to $40.0 million of
impairment charges in fiscal 2008 as well as a $26.2 million pre-tax loss
associated with the 2007 settlement of our pension plan offset partially by the
$11.8 million gain recognized from the elimination of postretirement benefits in
2007.
We
recognized an estimated $18.9 million gain on the disposal of discontinued
operations for fiscal 2008 compared to a gain of $45.3 million for fiscal
2007. The estimated decrease in the gain resulted from $32.8 million
tax reserve releases in fiscal 2007 resulting from the expiration of the related
statutes of limitations and closure of the related tax
period.