SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-16096
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For fiscal year ended: December 31, 1999
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended: __________________________________________
Read attached instruction sheet 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 the Item(s) to which the notification relates: ____________________
____________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant Inprise Corporation
Former name if applicable
____________________________________________________________________________
Address of principal executive office (Street and number) 100 Enterprise Way
City, State and Zip Code Scotts Valley, California 95066-3249
PART II
RULE 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 appropriate box.)
[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, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th 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
[ ] (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, 11-K, 20-
F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
On February 6, 2000, Inprise Corporation ("Inprise") entered into a
Merger Agreement (the "Merger Agreement") with Corel Corporation ("Corel"),
a corporation continued under the laws of Canada, and Carleton Acquisition
Co., a Delaware corporation and a wholly owned subsidiary of Corel
("Sub"). In accordance with the Merger Agreement, Sub will be merged with
and into Inprise with Inprise continuing as the surviving corporation and a
wholly owned subsidiary of Corel (the "Merger"). As a result of the Merger,
each share of Inprise common stock, par value $0.01 per share, issued and
outstanding immediately prior to the effective time of the merger will be
converted into the right to receive 0.747 of a share of Corel common stock,
no par value ("Corel Common Stock"), and, together with each whole share of
Corel Common Stock issued, one associated Corel Common Stock purchase
right.
Since mid-January of this year, Inprise's management personnel have
had to devote an extraordinary amount of time and attention to (i) the
negotiation of the Merger Agreement and related agreements, (ii) the
preparation of related filings with the Commission, including a
Registration Statement on Form S-4 which Corel will be filing shortly with
the Commission to register the shares of Corel Common Stock to be issued to
Inprise's stockholders in the Merger, and (iii) planning for the
integration of Inprise's operations with that of Corel. The Form S-4 will
include the joint proxy statement/prospectus of Inprise and Corel relating
to the merger.
Inprise has a limited finance, accounting and legal staff. As a
result of the above events, it would take an unreasonable amount of effort
and expense in order to file its Annual Report on Form 10-K for the year
ended December 31, 1999 (the "Form 10-K") by the due date of March 30,
2000. Accordingly, Inprise needs additional time in order to complete the
preparation of the Form 10-K and respectfully requests the extension of
time provided for by Rule 12b-25. It is Inprise's intention to file the
Form 10-K within the prescribed extension period.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Frederick A. Ball (831) 431-1405
____________________________________________________________________________
(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
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.
Inprise Corporation
____________________________________________________________________________
(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, 2000 By /s/ Frederick A. Ball
-----------------------------
Frederick A. Ball
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
International misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1 This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of
the General Rules and Regulations under the Act. The information contained
in or filed with the form will be made a matter of the public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time period
prescribed due to difficulties in electronic filing should comply with
either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T.
ATTACHMENT A
PART IV. OTHER INFORMATION
(3) Explanation of significant changes in results of operations from the
corresponding period for the last fiscal year reflected by the
earnings statements to be included in the subject report or portion
thereof.
During the year ended December 31, 1999, Inprise recorded
restructuring charges totaling $41.8 million which consisted of a
write-off for the sale of the Scotts Valley facility of $29.7 million,
$3.1 million for the discontinuation of the European information
system implementation and other miscellaneous restructuring related
costs of $3.2 million. In addition, Inprise recorded a charge of $5.8
million for severance costs associated with organizational changes,
net of $2.3 million in restructuring charges from the prior period.
Inprise recorded other non-recurring charges of $8.2 million which
primarily related to the repurchase of all the outstanding options
under the InterBase Employee Stock Option Plan.
During the year ended December 31, 1999, Inprise and Microsoft
Corporation entered into a set of technology cross-license agreements.
Under the agreements, Microsoft paid Inprise $100 million for the
rights to use Inprise patent technology in Microsoft products. This
amount was included in non-operating income on the statement of
operations for the year ended December 31, 1999.
