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, 1998
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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 Registrant's Annual Report on Form 10-K for the year ended December 31, 1998
could not be filed within the prescribed time period because the Registrant has
not completed the preparation of its financial statements for the period. The
Registrant was delayed in commencing the preparation of such financial
statements because its finance and accounting personnel were involved with a
restatement of prior period financial statements, which restatement was not
completed until January 20, 1999. The Registrant plans to file its 1998 Form
10-K within the time period permitted by Rule 12b-25 of the Securities Exchange
Act of 1934.
(Attach Extra Sheets if Needed)
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard B. Goldman, Vice President,
Treasurer and Chief Financial Officer 617 374-9600
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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 Registrant's revenue for the quarter ended
December 31, 1998 will be substantially less than the Registrant's revenue
of approximately $22.5 million for the comparable quarter in 1997. In
addition, it is anticipated that the Registrant will incur a substantial
net loss for the quarter ended December 31, 1998 as compared to net income
of approximately $4.5 million for the comparable quarter in 1997. However,
the Registrant will not be in position to reasonably quantify the
differences in results of operations for the two quarters until it has
completed the preparation of its financial statements for 1998.
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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, 1999 By /s/ Richard B. Goldman
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Richard B. Goldman, Vice President,
Treasurer and Chief Financial Officer
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.
