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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-15946
CUSIP NUMBER
278715107
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K
/X/ Form 10-Q / / Form N-SAR
For Period Ended: March 31, 2000
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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
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 Items to which the notification relates: Not Applicable
PART I - REGISTRANT INFORMATION
Full Name of Registrant: ebix.com, Inc.
Former Name if Applicable: DELPHI INFORMATION SYSTEMS, INC.
Address of Principal Executive Office: 3501 Algonquin Road
City, State and Zip Code: Rolling Meadows, Illinois 60008
PART II - RULES 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable efforts 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 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.
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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 Company was unable to file its Form 10-Q for the quarter ended March 31,
2000 ("First Quarter 10-Q") by the due date of May 15, 2000 and expects to be
unable to make such filing within the five day extension time provided in Rule
12b-25 without unreasonable effort and expense. In preparing its response to
certain revenue recognition issues raised by the staff of the Securities and
Exchange Commission under SOP 97-2 (regarding revenue recognition for software
licenses) with respect to the Company's financial statements for the transition
period ended December 31, 1998, the Company consulted with Arthur Andersen LLP,
the auditor of its 1998 transition period financial statements. As previously
disclosed (in the Company's Form 12b-25/A dated April 14, 2000, filed with
respect to the Company's delay in filing its Form 10-K for the year ended
December 31, 1999 ("1999 Form 10-K") and incorporated herein by reference),
Arthur Andersen LLP determined, in the course of so assisting the Company, that
a reaudit and restatement of the Company's financial statements would be
necessary with respect to the transition period ended December 31, 1998, and the
fiscal year ended March 31, 1998; subsequently, it was determined to also
reaudit and restate the financial statements for the fiscal year ended March 31,
1997. (All of such financial statements had been audited by Arthur Andersen
LLP.) The reaudit is principally focused on software revenue recognition,
capitalization of software expense, certain classifications of receipts (such as
sublease income and travel and entertainment reimbursement) as revenues (rather
than as other income or expense offsets) and support revenue recognition.
Although Arthur Andersen LLP is currently in the process of completing this
reaudit and restatement work (which must be coordinated with the audit of the
Company's financial statements for the year ended December 31, 1999 by its
current auditor, KPMG LLP, which is also in the process of being completed),
such completion and the finalizing of the Company's 1999 Form 10-K is not
expected to occur until sometime next week, and such work must precede the
completion of the First Quarter 10-Q.
The Company currently expects to be able to file its First Quarter 10-Q (and its
1999 Form 10-K) prior to the end of May, 2000, but cannot assure that this will
be possible.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE SECURITIES LITIGATION
REFORM ACT OF 1995 - This Form 12b-25 Notice contains various forward-looking
statements and information that are based on management's beliefs as well as
assumptions made by and information currently available to management,
including statements regarding future economic performance and financial
condition, liquidity and capital resources. Such statements are subject to
various risks and uncertainties which could cause actual results to vary
materially from those stated. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated,
expected or projected. Such risks and uncertainties include the timing,
progress, and outcome of the completion of the reaudit of the Company's
financial statements for the 1998 transition year and the fiscal years ended
March 31, 1998 and March 31, 1997, the audit of the Company's financial
statements for the year ended December 31, 1999, and the preparation of the
Company's interim financial statements for the quarter ended March 31, 2000.
Certain other risks and uncertainties are described in detail in the
Company's Registration Statement on Form S-3 filed under the Securities Act
of 1933, Registration No. 333-12781, and the Company's periodic filings
pursuant to the Securities Exchange Act of 1934. The Company undertakes no
obligation to update any such factors or to publicly announce the results of
any of the forward-looking statements contained herein to reflect future
events or developments.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Richard Baum (CFO) (847) 506-3100
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities and 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).
/ / Yes /X/ No
1999 Form 10-K has not been filed.
(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*
*After giving effect to restatement of quarterly 1999 results that will
be reflected in the 1999 Form 10-K.
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.
ebix.com, Inc. has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 16, 2000 By: /s/ Richard Baum
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
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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[LOGO]
ARTHUR ANDERSEN LLP
U.S. Securities and Exchange Commission 33 West Monroe Street
450 Fifth Street, N.W. Chicago, IL 60603-5385
Washington, DC 20549
May 16, 2000
Dear Sir/Madam:
We have read the statements about our firm in Part III of the Form 12b-25,
Notification of Late Filing, to be filed by ebix.com on May 16, 2000. We agree
with those statements.
Very truly yours,
Arthur Andersen LLP
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May 16, 2000
ebix.com, Inc.
Chicago, Illinois
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities and Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by ebix.com, Inc. on or about May 16, 2000,
which contains notification of the registrant's inability to file its Form 10-Q
by May 15, 2000. We have read the Company's statement contained in Part III
therein and we agree with the statement made concerning our audit of the
financial statements for the year ended December 31, 1999.
Very truly yours,
/s/ KPMG LLP
