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| SEC FILE NUMBER |
| 001-05005 |
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| CUSIP NUMBER |
| 816119101 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K
[_] Form 10-Q [_] Form N-SAR [_] Form N-CSR
For Period Ended: December 31, 2004
[_] 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
Selas Corporation of America
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Full Name of Registrant
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Former Name If Applicable
1260 Red Fox Road
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Address of Principal Executive Office (STREET AND NUMBER)
Arden Hills, Minnesota 55112
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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.) [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 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.
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 portion thereof, could not be filed within the
prescribed time period.
(Attach Extra Sheets if Needed)
The Form 10-K for the year ended December 31, 2004 could not be filed
within the prescribed time period due to unanticipated delays arising in
connection with its preparation.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark S. Gorder (651) 636-9770
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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 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).
[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.
See attachment.
================================================================================
Selas Corporation of America
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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: March 31, 2005 By: /s/ Mark S. Gorder
-------------------------------------
Mark S. Gorder
President 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).
ATTACHMENT TO PART IV-ITEM (3) OF
FORM 12b-25
SELAS CORPORATION OF AMERICA
WITH RESPECT TO ITS FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 2004
The registrant estimates that its results of operations for the year ended
December 31, 2004, as reflected in its consolidated statements of operations to
be included in its Form 10-K for the year ended December 31, 2004, will reflect
the following changes:
The Company expects to report sales of $35.2 million for 2004, versus $36.2
million for 2003. The Company expects to report net income of approximately
$100,000, or $.02 per share, a significant improvement from a loss of
approximately $5.0 million, or $.97 per share, for the prior year. The Company
expects to report that earnings from continuing operations in 2004 included a
gain of $3.1 million, or $.61 per share, on the sale of the Company's building
located in Dresher, Pennsylvania. 2004 earnings included income from
discontinued operations of $1.4 million, or $.27 per share, and a gain from the
sale of a discontinued asset of $700,000, or $.13 per share. The Company expects
to report a loss of $2.0 million, or $.38 per share, for continuing operations
compared to a loss of $4.0 million or $.77 per share, as reported in 2003.