2014 10-K Form 12b-25





 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 12b-25
SEC FILE NUMBER
 
 
001-36053
 
 
 
 
 
CUSIP NUMBER
 
 
N33462107
NOTIFICATION OF LATE FILING
(Check one):
þ Form 10-K
¨ Form 20-F
 ¨ Form 11-K
¨ Form 10-Q
¨ Form 10-D
¨ Form N-SAR
 
¨ Form N-CSR
 
 
 
 
 
 
 
 
 
 
 
 
 
For Period Ended:
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
¨
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
Frank's International N.V.
Full Name of Registrant

Not Applicable
Former Name if Applicable

Prins Bernhardplein 200
1097 JB Amsterdam, The Netherlands
Address of Principal Executive Office ( Street and Number )

Not Applicable
  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-(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;
þ
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N- SAR, 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 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 the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof could not be file within the prescribed time period.

As of March 2, 2015, Frank’s International N.V. (the “Registrant”) had not yet completed the assessment of the Registrant’s internal control over financial reporting and accordingly, Registrant’s independent registered accounting firm, PricewaterhouseCoopers LLP ("PwC"), had not yet completed its audit of the Registrant's internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Registrant and PWC are working diligently to finalize the assessment of internal control over financial reporting and PWC's related audit, but the Registrant is unable to file its Annual Report on Form 10-K in a timely manner without unreasonable effort or expense.

As a "large accelerated filer" filing its second Annual Report on Form 10-K since its initial public offering, the Registrant is required to provide management’s report on its assessment of its internal control over financial reporting, together with PWC’s audit with respect thereto for the first time pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

The Registrant expects to file its Annual Report on Form 10-K no later than the fifteenth calendar day following the prescribed due date, as permitted by Rule 12b-25.

PART IV - OTHER INFORMATION

(1)
Name and telephone number of person to contract in regard to this notification

 
Jeffrey J. Bird
 
281
 
966-7300
 
 
(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 the answer is no, identify report(s). Yes þ   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? Yes ¨   No þ
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.
 
 
 
 
 






 
Frank's International N.V.
 
 
(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 3, 2015
By:
/s/ Jeffrey J. Bird
 
 
Jeffrey J. Bird
 
 
Executive Vice President and Chief Financial Officer