UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: January 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-K
[ ] 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
Full name of registrant Oneida Ltd.
Address of principal executive office 163-181 Kenwood Avenue
City, State and zip code Oneida, New York 13421-2829
PART II - RULE 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, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth (15th)
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 (5th) 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K,
10-Q, N-SAR or the transition report, or portion thereof, could not be filed
within the prescribed time period.
On March 17, 2004, the Company issued a press release in which it announced its
financial results for the fiscal year ended January 31, 2004. Late during the
course of preparation of the Company's Annual Report on Form 10-K for fiscal
year ended January 31, 2004, a question arose as to whether the Company's
current designation of one reportable segment complies with the requirements
of Statement of Financial Accounting Standards No. 131 "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS 131"). It is now
anticipated that the Company will likely report information in a greater number
of segments. The designation of additional reportable segments pursuant to SFAS
131 is also anticipated to result, retroactively, in a greater number of
reporting units pursuant to Statement of Financial Accounting Standards
No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"). As such, the
Company will need to reassess its impairment reviews of goodwill.
The Company has begun the work required to properly report on the greater number
of operating segments and to assess potential impairments of goodwill and other
non-current assets associated with those newly defined operating segments. As
of the date hereof, this work has not yet been completed. As a result, the
Company has not been able to complete its financial statements or other
portions of its annual report on Form 10-K in time for filing within the
prescribed time period.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gregg R. Denny (315) 361-3000
(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?
[ 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 Company will report a loss of $99,211,000 for the fiscal year ended January
31, 2004, as compared to income of $9,222,000 for the prior fiscal year ended
January 25, 2003 due to declining revenues and restructuring charges. As
described in Part III above, the Company is assessing whether a potential
impairment exists under SFAS 142. If an impairment is identified, it could
result in an adjustment to the Company's previously reported results. The
Company expects that the increase in the number of reportable segments will not
materially affect the Company's results of operations for fiscal year ended
January 31, 2004 as previously reported in its press release dated March 17,
2004.
ONEIDA LTD.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 15, 2004 By: /s/ GREGG R. DENNY
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Gregg R. Denny
Chief Financial Officer
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