================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 ---------------
SEC FILE NUMBER
FORM 12B-25 0-19681
---------------
NOTIFICATION OF LATE FILING CUSIP NUMBER
800422107
---------------
(CHECK ONE): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: MAY 31, 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:
-----------------------------------------
--------------------------------------------------------------------------------
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
JOHN B. SANFILIPPO & SON, INC.
--------------------------------------------------------------------------------
Full Name of Registrant
--------------------------------------------------------------------------------
Former Name if Applicable
2299 BUSSE ROAD
--------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
ELK GROVE VILLAGE, ILLINOIS 60007
------------------------------------------------------------------------------
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;
|
| (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
|X| | 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.
1
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 period.
Registrant is working diligently to complete the documentation, testing and
evaluation of its internal control over financial reporting necessary to
comply with the management assessment and reporting requirements under
Section 404 of the Sarbanes-Oxley Act of 2002. These compliance activities
have been delayed as a result of the additional effort necessary for
management to test the company's internal controls, assess the results of
its testing and doing so in connection with preparing year end financial
statements. Management is still completing its testing and evaluating the
results of individual and aggregate deficiencies identified to date. These
activities in turn have impacted the ability of the registrant to complete
its annual report on Form 10-K for the year ended June 30, 2005 by the
prescribed filing date without unreasonable effort or expense. The registrant
anticipates that it will be able to file its complete annual report on
Form 10-K by September 28, 2005.
On August 25, 2005, the registrant filed a Current Report on Form 8-K dated
August 24, 2005 announcing its operating results for the fiscal year ended
June 30, 2005. No changes to the financial statements which were included
in this Current Report on Form 8-K are anticipated.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
MICHAEL J. VALENTINE (847) 871-6509
--------------------------------------------------------------------------------
(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 the 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? [ ] Yes [X] 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.
JOHN B. SANFILIPPO & SON, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date SEPTEMBER 12, 2005 By /S/ MICHAEL J. VALENTINE
-------------------- ---------------------------
Executive Vice President
Finance, Chief Financial
Officer and Secretary