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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
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OMB
APPROVAL
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OMB
Number:3235-0058
Expires:May
31, 2012
Estimated
average burden hours per response . . . . . 2.50
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NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
000-50872
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CUSIP
NUMBER
298716
101
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(Check
one):
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ý
Form
10-K
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¨
Form
20-F
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¨
Form
11-K
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¨
Form
10-Q
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¨
Form
10-D
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¨
Form
N-SAR
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¨
Form
N-CSR
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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
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Transition
Report on Form N-SAR
For the Transition Period Ended:
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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.
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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.
Full Name
of Registrant
Former
Name if Applicable
State Road PR-1, Km. 24.5,
Quebrada Arenas Ward
Address
of Principal Executive Office
(Street and
Number)
San Juan, Puerto
Rico 00926
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)
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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
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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, 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)
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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 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
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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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Rafael Arrillaga-Torréns,
Jr.
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787
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751-7340
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(Name)
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(Area
Code)
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(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).
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Yes
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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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Yes
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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.
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.
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(Name
of Registrant as Specified in
Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
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March 31, 2010
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By
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/s/ Rafael Arrillaga-Torréns,
Jr.
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Rafael
Arillaga-Torréns, Jr., President &
CEO
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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).
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GENERAL
INSTRUCTION
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1.
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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.
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2.
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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.
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3.
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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.
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4.
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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.
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5.
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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).
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6.
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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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