UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC FILE NUMBER
000-27985
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE):
[ ] FORM 10-K
[ ] FORM 20-F
[ ] FORM 11-K
[X] FORM 10-Q
[ ] FORM N-SAR
FOR THE PERIOD ENDED: SEPTEMBER 30, 2000
[ ] 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:
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: Quintus Corporation
Address of Principal Executive Office (Street and Number)
47212 Mission Falls Court
Fremont, CA 94539
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PART II RULES 12-25(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;
[ ] (b) The subject annual report, semi-annual report, transition report on
Form 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.
PART III NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q, and Form 10-QSB, N-SAR, or the transition report or, portion
thereof could not be filed within the prescribed period.
The Board of Directors of the Registrant announced that
PricewaterhouseCoopers LLP has been engaged to investigate certain financial
reporting matters, under the supervision of the Audit Committee of the Board of
Directors. In connection with the investigation, the Registrant has delayed
filing with the Securities and Exchange Commission its Form 10-Q for the quarter
ended September 30, 2000, pending completion of the investigation of revenue and
accounts receivable for that period, previously announced on October 17, 2000,
as well as for earlier periods. Among the issues under review is the
Registrant's statement, on October 17, 2000, that it had collected a receivable
from an outsourcing company. Subsequent to that announcement, it has become
unclear whether funds received by the Registrant, apparently in satisfaction of
that receivable, were in fact paid by or on behalf of the outsourcing company.
The Registrant is reviewing the circumstances surrounding the transaction to
determine an appropriate course of action. The Registrant's Board of Directors
has placed Chairman and Chief Executive Officer Alan Anderson on administrative
leave. The Board of Directors has designated Paul Bartlett, the Registrant's
Chief Operating Officer, as the acting Chief Executive Officer of the
Registrant. Mr. Bartlett and the Registrant's Chief Financial Officer are
assisting in the Audit Committee's investigation.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Paul Bartlett, Acting Chief Executive Officer, (510) 624-2800
(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 statement 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.
Please see Exhibit A attached hereto and forming a part hereof.
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Quintus Corporation has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: November 14, 2000 By: /s/ Paul Bartlett
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Paul Bartlett
Acting Chief Executive Officer
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EXHIBIT A
On October 17, 2000, the Registrant announced its expected results for the three
and six months ended September 30, 2000. These results or results from prior
periods may be affected by the matters referred to in Part III of this Form
12b-25, but the Registrant cannot now determine the quantitative affects of such
matters.
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