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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-28100
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(Check One) [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 1999
[ ] 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: N/A
PART I
REGISTRANT INFORMATION
Full Name of Registrant: AXENT Technologies, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office
(Street and Number): 2400 Research Blvd.,
City, State, Zip Code: Rockville, Maryland 20850
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)
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(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
[x] 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 of 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.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period:
On February 23, 2000, the management of AXENT Technologies, Inc. dismissed
PricewaterhouseCoopers LLP as AXENT's auditors after it was advised that
PricewaterhouseCoopers did not meet requirements for "independence" in order to
audit AXENT's consolidated financial statements at December 31, 1999 and for the
year then ended. On February 23, 2000, AXENT's management engaged Ernst & Young
LLP as its independent auditors to audit AXENT's consolidated financial
statements at December 31, 1999 and for the year then ended. The events leading
to the determination that PricewaterhouseCoopers was not "independent" for
purposes of auditing AXENT's financial statements were beyond AXENT's control
and could not be eliminated by AXENT. That unexpected change of auditors delayed
completion of the audit of AXENT's consolidated financial statements for the
fiscal year ended December 31, 1999 and the completion and filing of AXENT's
Form 10-K for the year ended December 31, 1999. AXENT will file that Form 10-K
no later than the 15th calendar day following the prescribed due date.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Robert B. Edwards, Jr. 301 670-3516
(Name) (Area Code) (Telephone No.)
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(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).
[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?
[ ]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.
AXENT 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
thereunto duly authorized.
Date: March 31, 2000 By: /s/ Robert B. Edwards, Jr.
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Robert B. Edwards, Jr.
Vice President and Chief Financial Officer
