Local Office Doc No.SDILIB1\MSK\263308.01(5N6401!.DOC)Doc Path Orig Doc Path
Doc Name Addressee(s) Signer(s) Cause No. Parties Client
No.023321Matter No.0001Client NameCORSAIR COMMUNICATIONSMatter
SEC 1344 (6/94)ion Bank Document Date FooterStore DocumentType
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
------------------
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
------------------
OMBNumber:3235-0058
Expires:3/31/97
Estimated
average burden
hours per
response....2.50
------------------
------------------
FORM 12b-25 SEC FILE NUMBER
000-22859
------------------
------------------
NOTIFICATION OF LATE FILING
------------------
------------------
CUSIP NUMBER
(Check |X|Form |_| Form |_| Form |_| Form |_| Form
One): 10-KSB 20-F 11-K 10-Q N-SAR
------------------
For Period
Ended: December 31, 1998
------------------------
|_| 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------------------------------------
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
- -------------------------------------------------------------------------------
Corsair Communications, Inc.
- -------------------------------------------------------------------------------
Full Name of Registrant
- -------------------------------------------------------------------------------
Former Name if Applicable
3408 Hillview Avenue
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Palo Alto, CA 94304
- -------------------------------------------------------------------------------
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.)
|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, 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 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
|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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report, or portion thereof, could not be filed within
the prescribed time period.
On June 23, 1998 Corsair Communications, Inc. ("Corsair") acquired
Subscriber Computing, Inc. ("Subscriber") through a merger in which Subscriber
became a wholly owned subsidiary of Corsair (the "Merger"). The Merger was
accounted for as a pooling of interest. As a result of the Merger, Corsair has
elected to obtain consents from each of KPMG LLP and Deloitte & Touche LLP with
respect to its 1996 and 1997 financial statements. Deloitte & Touche LLP acted
as the independent auditors of Subscriber but does not perform this role for
Corsair, and as a result was unable to complete the procedures required to
release its consent in the time frame required to file Corsair's Annual Report
on Form 10-K. The delay in obtaining Deloitte & Touche LLP's consent also
resulted in KPMG LLP not being able to release its consent in the time frame
required.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
Martin J. Silver (650) 842-3281
(Name) (Area Code) (Telephone
Number)
- -----------------------------------------------------
(2) Have all other periodic reports required under
Sections 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
statements to be included in the subject report or
portion thereof?
|_| Yes
|X| 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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Corsair Communications, Inc.
----------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1999 By/s/ Martin J. Silver
------------------------------- --------------------------------------
Martin J. Silver
Chief Financial Officer
<PAGE>
SDILIB1\MSK\263308.01(5N6401!.DOC)
Corsair Communications, Inc. March 31,
1999
Palo Alto, California
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by Corsair Communications, Inc. (the
Company) on or about March 31, 1999, which contains notification of the
registrant's inability to file its Form 10-K by March 31, 1999. We have
read the Company's statements contained in Part III therein and we agree
with the stated reason as to why we have been unable to complete our audit
and report on the consolidated financial statements for the year ended
December 31, 1998, to be included in Form 10-K.
Very truly
yours,
KPMG LLP
