SEC FILE NUMBER 1-11859
CUSIP NUMBER 705573 10 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
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[ ] 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:
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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.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART 1--REGISTRANT INFORMATION
Pegasystems Inc.
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Full Name of Registrant
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Former Name if Applicable
101 Main Street
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Address of Principal Executive Office (Street and Number)
Cambridge, MA 02142
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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-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-K, Form 20-F, 11-K, 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
[X] (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 the Form 10-K, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed)
The Company's report on Form 10-K for 1997 could not be filed within
the prescribed time period because the Company has not completed the preparation
of its financial statements for 1997 and the Company's independent auditors have
not completed their audit of such financial statements.
(Attach Extra Sheets if Needed)
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Ira Vishner, Vice President of
Corporate Services and Treasurer 617 374-9600 x189
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(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 reports) 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.
It is anticipated that the Company's net income for 1997 will be less than
for 1996. However, the Company will not be in a position to quantify such
difference until the Company's independent auditors have completed their
audit of the Company's 1997 financial statements.
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Pegasystems 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
hereunto duly authorized.
Date April 1, 1998 By /s/ Ira Vishner
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Ira Vishner, Vice President of
Corporate Services and Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amendment notification.
ARTHUR ANDERSEN [LOGO]
Securities and Exchange Commission
Washington, DC 20549
Re: Annual Report on Form 10-K of Pegasystems Inc.
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Dear Sirs/Madams:
Pursuant to Rule 12b-25(c) of the Securities Exchange Act of 1934, the
undersigned hereby provides the Securities and Exchange Commission with a
statement that we are not able to supply on or before March 31, 1998, the audit
report required to be included in the Annual Report on Form 10-K of Pegasystems
Inc. (the "Company") for the period ended December 31, 1997.
The undersigned, the independent auditors of the Company, are in the process of
completing an audit of the December 31, 1997 financial statements of the Company
and expect to complete our audit and provide our report to be included in the
Company's 1997 Annual Report on Form 10-K on or before April 15, 1998.
Boston, Massachusetts Arthur Andersen LLP
March 31, 1998
