UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NO.: 1-5507
CUSIP NO.: 55909301
(CHECK ONE):
¨ FORM 10-K ¨ FORM 20-F ¨ FORM 11-K x FORM 10-Q ¨ FORM 10-D
¨ FORM N-SAR ¨ FORM N-CSR
FOR THE PERIOD ENDED: September 30, 2011
OR
| ¨ | 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: ________________________
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: Magellan Petroleum Corporation
Address of Principal Executive Offices: 7 Custom House Street, 3rd Floor, Portland, ME 04101
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; |
| 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 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
Magellan Petroleum Corporation is unable to file its quarterly report on Form 10-Q for the period ending September 30, 2011 (“Quarterly Report”) with the Securities and Exchange Commission (“SEC”) on or before the filing due date of November 9, 2011 because it: (i) recently engaged a new independent registered public accounting firm Ehrhardt Keefe Steiner & Hottman PC on October 20, 2011; and (ii) is unable to complete the preparation of its consolidated financial statements by the filing due date without unreasonable effort or expense. The Quarterly Report on Form 10-Q will be filed with the SEC no later than November 14, 2011, the fifth calendar day following the November 9, 2011 filing due date.
PART IV—OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification:
Antoine J. Lafargue,
Chief Financial Officer (207) 619-8500
(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
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corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
¨ Yes x 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.
Explanation:
Magellan Petroleum Corporation
(Name of Registrant as Specified in Its Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| By: | /s/ Antoine J. Lafargue | |
| Antoine J. Lafargue Chief Financial Officer | ||
Date: November 9, 2011
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