UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER:
FILL IN
(Check One):
(X) Form 10-K ( ) Form 20-F ( ) Form 11-K ( ) Form 10-Q ( ) Form N-SAR
For Period Ended: (December 31, 1997)
[ ] 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
TANGRAM ENTERPRISE SOLUTIONS, INC.
Full Name of Registrant
11000 Regency Parkway, Suite 401
Cary, N.C. 27511-8504
Address of Principal Executive Office
<PAGE>
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
[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 Form 10-K cannot be filed within the prescribed time period due to a dispute
arising after the financial statement date but before those statements were
issued and affecting fiscal 1997 results. Final resolution of the impact on the
December 31, 1997 financial statements is not fully resolved.
<PAGE>
PART IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
John N. Nelli 919 653-1265
(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?
[ ] Yes [X] No
TANGRAM ENTERPRISE SOLUTIONS, INC.
has caused this notification to be signed on its behalf of the undersigned
thereunto duly authorized.
Date: March 31, 1998 By: /s/ John N. Nelli
Senior Vice President and
Chief Financial Officer
