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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 0-27772
NOTIFICATION OF LATE FILING
(Check One) [ ]Form 10-K [ ]Form 11-K [ ]Form 20-F [X]Form 10-Q [ ]Form N-SAR
For Period Ended: October 31, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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: METROWERKS INC.
Address of principal executive office: 2201 Donley Drive
Austin, TX 78758
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.)
[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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th 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.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-Q could not be
filed within the prescribed time period.
Registrant is a foreign private issuer which just recently filed its first
periodic report with the Commission. Registrant currently has pending in
Canada (the country of its incorporation) a public offering for 1.5 million
shares of its common stock. The offering is subject to review, and is
being reviewed, by the Ontario Securities Commission as well as other
regulatory agencies in Canada. The small size of Registrant's management
has required that various members of management devote an extraordinary
amount of time responding to comments from Canadian regulatory authorities
in connection with the offering. In addition to Canadian regulatory
authorities, Registrant's management has been involved in ongoing
consultations with its legal counsel and accountants in both Canada and the
United States in furtherance of the offering. These extraordinary demands
on Registrant's manpower would have required, in Registrant's view, the
expenditure of unreasonable effort and expense in order to file its current
report on Form 10-Q on the required filing date. Registrant expects to
file such Form 10-Q within the period provided for by Rule 12b-25(b).
PART IV
OTHER INFORMcATION
(1) Name and telephone number of person to contact in regard to this
notification:
Jim Welch (512) 873-4700
(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 anser 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
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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.
METROWERKS 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
thereto duly authorized.
Date: December 16, 1997 By:_________________________________
Jim Welch, Vice President
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