<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER:
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form 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 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: n/a
<PAGE> 2
PART I--REGISTRANT INFORMATION
Full Name of Registrant: Ardent Software, Inc.
Former Name if Applicable: VMARK Software, Inc.
Address of Principal Executive Office:
50 Washington Street, Westboro, MA 01581-1021
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 from
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 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
[ ] (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 period.
The Company's annual report on Form 10-K for the period ended December 31,
1998 could not be filed within the prescribed time period due to revisions
being made to the classification of certain expenses incurred in the fourth
quarter of 1996. Those revisions, which affect only 1996 results, are being
made in response to comments of the SEC received during March 1999 in
connection with a registration statement on Form S-4. Such delay could not
be eliminated without unreasonable effort or expense.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Katrine Benedict MacGregor, Esq.
Choate, Hall & Stewart
(617) 248-5276
2
<PAGE> 3
(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 reports(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.
The results of operations for years 1997 and prior will be revised to
reflect pooling-of-interests accounting relating to the Company's merger
with Unidata, Inc. in February, 1998. These revisions are unrelated to the
delay described above.
ARDENT SOFTWARE, INC.
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 1999 Ardent Software, Inc.
By: /s/ James K. Walsh
----------------------------
James K. Walsh
Vice President and General
Counsel
3
