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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 12b-25
Commission File Number 000-22647
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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: March 31, 1999
[ ] 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
For the Transition Period Ended:
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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 1
REGISTRANT INFORMATION
Full name of registrant: Peritus Software Services, Inc.
Former name if applicable: Not applicable.
Address of principal executive office (Street and number): Two Federal Street
City, state and zip code: Billerica, Massachusetts 01821-3540
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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 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 10-Q the 15th calendar day following the prescribed due date;
[X] | 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, 11-K, 20-F, 10-
Q N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
Because of internal resource constraints, Peritus Software Services, Inc.
(the "Registrant") requires additional time to review and prepare its first
quarter results with its outside auditors and the Registrant could not file its
Form 10-Q within the prescribed time period.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification: John D. Giordano, President, Chief Executive Officer and
Chief Financial Officer, 978-670-0800, ext. 2114.
(2) Have all other periodic reports required under Section 13 or 15(d) for
the Securities Exchange Act of 193 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was require to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
2
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(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.
The Registrant anticipates that a significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected in its Form 10-Q for the period ended March 31, 1999 as set forth in
its press release dated March 29, 1999, a copy of which is attached hereto as
Exhibit A.
PERITUS SOFTWARE SERVICES, 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.
Dated: May 14, 1999 By: /s/ John D. Giordano
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Name: John D. Giordano
Title: President, Chief Executive Officer
and Chief Financial Officer
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Exhibit A
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Peritus Software Services, Inc.
For Immediate Release
PERITUS SOFTWARE SERVICES, INC. ANTICIPATES LOSS FOR THE FIRST
QUARTER OF 1999
BILLERICA, MA. - March 29, 1999 - Peritus Software Services, Inc.
(OTC: PTUS), a provider of solutions for software maintenance, today announced
that it anticipates a net loss for the quarter ending March 31, 1999. Based on
information available to date, the Company anticipates a net loss of between $2
million and $2.5 million. The Company reported that a significant license
transaction that it was expecting to close in the quarter has been delayed
indefinitely.
As previously reported, the Company's ability to continue to finance its
operations is dependent upon achieving a cash flow breakeven position and/or
obtaining additional sources of financing. The anticipated net loss in the
first quarter will significantly erode the Company's cash balances and
jeopardize its ability to continue as a going concern. The Company does not
believe that it will be able to achieve a cash flow breakeven position in the
future and the Company's Board of Directors is considering various alternatives.
With the exception of personnel required for delivery of customer obligations,
the Company anticipates that it will significantly reduce its workforce within
the next several weeks.
About Peritus
Founded in 1991, Peritus Software Services, Inc. is a provider of software
maintenance outsourcing services. The Peritus Software Asset Maintenance (SAM)
offerings enable organizations to transform the maintenance process into an
efficient, cost-effective discipline that boosts productivity and performance.
SAM offerings include customized services for software providers, information
systems organizations, and Year 2000 renovations. Peritus is headquartered in
Billerica, MA. For more information, see the Peritus web site at
http://www.peritus.com.
This press release may contain certain forward-looking statements, which involve
risks and uncertainties. The Company's actual results may differ materially from
the results discussed in such statements. Certain factors that could cause
actual results to differ materially from those discussed in such forward-looking
statements include the risks described in the Company's
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Annual Report on Form 10-K for the year ended December 31, 1997, the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998, and other public
filings made by Peritus with the Securities and Exchange Commission, which
factors are incorporated herein by reference.
Contact: John Giordano
Chief Financial Officer
Peritus Software Services, Inc.
978-670-0800
Fax: 978-670-2060
Internet: [email protected]
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Peritus is a registered trademark and Software Asset Maintenance is a service
mark of Peritus Software Services, Inc.
