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SEC FILE NUMBER
000-21388
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CUSIP NUMBER
011027857
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [ ] Form 10-K [X] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2005
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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: _____________________
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.
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
Magal Security Systems Ltd.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
P.O. Box 70, Industrial Zone
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Address of Principal Executive Office (Street and Number)
Yehud 56100, Israel
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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)
(a) The reasons 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.
Persons who are to respond to the collections of information contained in this
form are not required to respond unless the form displays a currently valid
OMB control number.
SEC 1344 (03-05)
PART III - NARRATIVE
State below in reasonable detail the reasons 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.
In May 2005 we entered into an agreement to supply comprehensive security
solutions for a sensitive site in Europe. As part of the agreement, we received
an advance payment, secured by a bank guarantee, which was to be reduced
proportionally according to the progress of the execution of the project. We
commenced the execution of the project and delivered some of the equipment and
other deliverables to the customer in 2005. We recognized revenues from this
project in accordance with our revenue recognition policy according to which
revenue is recognized based on the percentage to completion achieved in
accordance with the "Input Method." In April 2006, the customer informed us that
it was canceling the agreement due to errors in the design documents submitted
by us. In addition the customer did not make the payments required under the
agreement. We believe that there is no factual or legal ground for the
cancellation and accordingly, the agreement is still valid. On April 28, 2006 we
commenced arbitration proceedings against the customer. In these proceedings we
have asked the arbitrators to find that the agreement is valid and to enforce
the payments due us pursuant to the agreement. We intend to vigorously pursue
our claim. The customer has not yet filed its response. Based on its
cancellation of the agreement, the customer collected $3.2 million that was
secured by the bank guarantee on June 20, 2006.
As a result of the cancellation and the return of the $3.2 million, we
determined that it would be appropriate to reverse those revenues previously
recognized under the agreement.
Based on the foregoing, we were unable to complete the preparation and review of
our financial statements to reflect these events within the prescribed time
period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Raya Asher 972 522 513806
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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 Registrant 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) 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.
Based on the events described in Part III, the Registrant
expects to report revenues of approximately $61 million and a
loss (the amount of which is undetermined at this time) for
the year ended December 31, 2005 as compared to revenues of $
60.5 million and net income of $1.1 million for the year ended
December 31, 2004.
Magal Security Systems Ltd.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 30, 2006 By:/s/Raya Asher
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Raya Asher
Chief Financial Officer
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.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. 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.
2. 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.
3. 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.
4. 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.
5. 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 a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
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