Washington, D.C. 20549


FORM 12b-25




(Check one):  x  Form 10-K    ¨   Form 20-F  ¨  Form 11-K       ¨ Form 10-Q  ¨  Form 10-D 
  ¨  Form N-SAR  ¨   Form N-CSR      
  For Period Ended: June 30, 2020  
  ¨   Transition Report on Form 10-K      
  ¨   Transition Report on Form 20-F      
  ¨   Transition Report on Form 11-K      
  ¨   Transition Report on Form 10-Q      
  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:





 Carpenter Technology Corporation  
Full Name of Registrant  
Former Name if Applicable  
 1735 Market Street  
Address of Principal Executive Office (Street and Number)  
 Philadelphia, PA 19103  
City, State and Zip Code  







PART II -- RULE 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)


  (a) The reason 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-CEN 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.





State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


The Registrant is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the year ended June 30, 2020 (“Form 10-K”). The Registrant requires additional time to finalize its Form 10-K, and the Registrant’s independent registered public accounting firm has not completed its audit of the Company’s financial statements and internal control over financial reporting as of June 30, 2020.


It is anticipated that the Form 10-K, along with the audited financial statements, will be filed on or before the 15th calendar day following the prescribed due date of the Registrant’s Form.




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


Timothy Lain   (610)   208-2000
(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.





On August 3, 2020, the Company announced preliminary financial results for the year ended June 30, 2020 and included a copy of such announcement in the Company’s Current Report on Form 8-K, furnished to the Securities and Exchange Commission on such date (Film No. 201068701). Information about the Company’s financial results for the year ended June 30, 2020 compared to the year ended June 30, 2019 is included in such announcement.





Carpenter Technology Corporation


(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.


Date: September 1, 2020 By: /s/ Timothy Lain
    Name: Timothy Lain

Vice President and Chief

Financial Officer