UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Commission
File Number: 1-13776
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CUSIP
Number: 395379308
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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: September 30, 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
[
] 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:
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PART
I -- REGISTRANT INFORMATION
GreenMan
Technologies, Inc.
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Full
name of Registrant
N/A
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Former
name if applicable
205
S. Garfield
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Address
of Principal Executive Office (Street and Number)
Carlisle,
Iowa 50047
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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
reason 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 of 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 of other exhibit required by Rule
12b-25(c)
has been attached if applicable.
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 portion thereof, could not be filed within
the prescribed time period.
Additional
time is required in order to finalize the accounting for American Power Group,
Inc. acquisition as well as the Green Tech Products, Inc. goodwill impairment as
they impact September 30, 2009 yearend information and to prepare and file the
Registrant’s Form 10K for the fiscal year ended September 30, 2009. The
Registrant further represents that the Form 10-K will be filed by no later than
the 15th day following the date on which the Form 10-K was due.
PART
IV - OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this notification
Charles
E. Coppa, CFO
781 224-2411
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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 preceeding 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.
The
Registrant’s business changed substantially in November 2008, when it sold
substantially all of the assets of its tire recycling operations for
approximately $27.9 million in cash. Because the tire recycling assets were
operated during only a portion of fiscal 2009, their respective assets,
liabilities and results of operations have been classified as discontinued
operations for all periods to be presented in the form 10K for the fiscal year
ended September 30, 2009. The Registrant recognized a gain on sale of
approximately $14.4 million, net of estimated taxes of approximately $5.5
million which is included in gain on sale of discontinued
operations. The Registrant’s current operations are comprised of two
business segments, the molded recycled rubber products operations (Green Tech
Products, Inc.); and the dual fuel conversion operations (American Power Group,
Inc.) which are included since July 2009 when they were acquired.
Revenues
for the fiscal year ended September 30, 2009 decreased approximately $.24
million to $3.23 million as compared to approximately $3.47 million for the
fiscal year ended September 30, 2008. These results reflect the reclassification
of all tire recycling revenue as discontinued operations for both reporting
periods.
During
the past two fiscal years, Green Tech Products, Inc. has lost approximately
$800,000 per year on stagnant revenue growth. The Registrant’s management
determined that based on several fair value determination scenarios the
estimated fair value of Green Tech Product’s goodwill to be below its carrying
value and therefore anticipates recording a non-cash goodwill impairment loss of
$2,290,000 at September 30, 2009.
The
Registrant anticipates reporting a net loss from continuing operations of
approximately $6.1 million and income from discontinued operations, net of taxes
of approximately $14.7 million for the fiscal year ended September 30, 2009.
This is in comparison to a net loss from continuing operations of approximately
$2.7 million and income from discontinued operations, net of taxes of
approximately $10.6 million (including a deferred tax benefit of approximately
$5.3 million and income from discontinued operations of $2.4 million associated
with a one-time, non-cash gain resulting from the de-consolidation of our
inactive Georgia subsidiary which filed Chapter 7 bankruptcy during the fiscal
year ended September 30, 2008) for the fiscal year ended September 30,
2008.
In
addition, as a result of the financial impact of the tire recycling operation
divestiture described above, the Registrant anticipates reporting working
capital of approximately $6.4 million at September 30, 2009 as compared to a
working capital deficit of approximately $9.1 million at September 30,
2008.
GreenMan
Technologies, 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:
December 29,
2009 By
/s/ Charles E. Coppa
------------------------- ---------------------------------
Name:
Charles E. Coppa
Title:
Chief Financial Officer
INSTRUCTIONS:
The form may be signed by an executive officer of the registrant
of
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
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Intentional
misstatements or omissions of fact constitute Federal Criminal
Violations
(See 18 U.S.C.1001).
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