UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ----------------
WASHINGTON, D.C. 20549 SEC FILE NUMBER
1-5901
FORM 12b-25 ----------------
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NOTIFICATION OF LATE FILING CUSIP NUMBER
302747100
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(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K
[X] Form 10-Q [_] Form N-SAR [_] Form N-CSR
For Period Ended: February 26, 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:
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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:
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PART I - REGISTRANT INFORMATION
FAB INDUSTRIES, INC.
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Full Name of Registrant
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Former Name if Applicable
200 MADISON AVENUE
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Address of Principal Executive Office (Street and Number)
NEW YORK, NY 10016
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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)
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[X] (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 portion thereof, will be
filed on or before the 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
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 (attached as EXHIBIT 1 hereto).
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
Under the Company's plan of liquidation, the Company will be required to
transfer its assets and liabilities to a liquidating trust on May 30, 2005 if
the Company's business is not sold by such date. The liquidating trust would
then succeed to all of the Company's remaining assets and liabilities.
Currently, due to the uncertainty as to whether the Company will be sold prior
to May 30, 2005, the Company and its accountants, BDO Siedman, LLP, have
determined that it is more appropriate to present the Company's financial
statements on a liquidation basis. As a result, the Company will be required to
determine the value of its assets on a liquidation basis. The Company is
currently in the process of conducting the required appraisals and will not be
able to timely file its quarterly report on Form 10-Q for the quarter ended
February 26, 2005.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
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Samson Bitensky 212 592-2700
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(Name) (Area Code) (Telephone Number)
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(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 answer is no, identify report(s).
[_] Yes [X] No
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Annual Report on Form 10-K for the fiscal year ended November 27, 2004
(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.
As described in Part III hereof, the Company is currently in the
process of conducting appraisals to present its financial statements on
a liquidation basis. It is likely that following the completion of
these appraisals, the carrying value of certain of the Company's assets
will need to be reduced. Any impairment in the carrying value of the
Company's assets will negatively affect the Company's operating results
recorded for the quarter ended February 26, 2005. As the Company's
appraisals have not yet been completed, the Company cannot reasonably
quantify the extent to which the Company's results of operations for
its quarter ended February 26, 2005 will differ from those for its
quarter ended November 27, 2004.
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FAB INDUSTRIES INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 11, 2005 By /s/ Samson Bitensky
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Name: Samson Bitensky
Title: Chairman and
Chief Executive 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).