<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER:
0-24435
(Check One):
(X) Form 10-K ( ) Form 20-F ( ) Form 11-K ( ) Form 10-Q ( ) Form N-SAR
For Period Ended: 12/31/99
[ ] 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
MicroStrategy Incorporated
8000 Towers Crescent Drive
Vienna, Virginia 22182
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)
The Registrant hereby represents that:
[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
<PAGE>
[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 Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof could not be filed within
the prescribed period.
The Registrant's Annual Report on Form 10-K was not filed on March 30,
2000, the filing due date, because of the unavailability on that date of the
report of the Registrant's independent auditors. On March 23, 2000, the
Registrant filed a Current Report on Form 8-K disclosing that the Registrant,
with the concurrence of PricewaterhouseCoopers LLP, its auditors, would revise
its 1998 and 1999 reported revenue and operating results to conform to existing
accounting principles articulated in Statement of Position 97-2. Following
completion of these revisions, the Registrant's Annual Report on Form 10-K will
be filed promptly, and in no event later than the fifteenth day following the
prescribed due date.
PART IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Mark S. Lynch (703) 848-8600
- ----------------- ----------- ----------------
(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 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?
[X] Yes [ ] No
The Registrant's Current Report on Form 8-K, filed on March 23, 2000, is hereby
incorporated by reference. The Registrant is still completing work relating to
the restatement, and is unable to provide definitive results of operations until
completion of such work.
<PAGE>
MicroStrategy Incorporated
-------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf of the undersigned
thereunto duly authorized.
Date: March 31, 2000 By: /s/ Mark S. Lynch
-------------------------- ---------------------------
Mark S. Lynch
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.
March 31, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of Item (c) of Part II
of Form 12b-25.
We are the independent auditors of MicroStrategy Incorporated (the
"Registrant"). The Registrant has stated in Part III of its filing on Form
12b-25 that it was unable to timely file, without unreasonable effort or
expense, its Annual Report on Form 10-K for the year ended December 31, 1999
because our firm had not yet delivered our report relating to the financial
statements of the Registrant for the year ended December 31, 1999 and was
therefore unable to furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's financial
statements and furnish the required opinion for a timely filing because we did
not have the ability to complete the auditing procedures which we consider
necessary under the circumstances.
Very truly yours,
PRICEWATERHOUSECOOPERS LLP
/s/ PricewaterhouseCoopers LLP
------------------------------
