MOMENTUM SOFTWARE CORP
NT 10-Q, 1997-11-14
PREPACKAGED SOFTWARE
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                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549

                             FORM 12b-25

                   NOTIFICATION OF LATE FILING

                                                    SEC FILE NUMBER:
                                                       0-20216
                                                    CUSIP NUMBER
                                                        608783106
                        (Check One):

( ) Form 10-K  ( ) Form 20-F   ( ) Form 11-K    (X) Form 10-Q  ( ) Form N-SAR

                 For Period Ended: September 30, 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:

Read Instruction (on back page) 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

PART I - Registrant Information

                     Momentum Software Corporation New York
                             Full Name of Registrant


                               777 Terrace Avenue
           Address of Principal Executive Office (Street and Number)
                           Hasbrouck Heights, NJ 07604
                            City, State and Zip Code
<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)]

[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 of 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, 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 held its Board Meeting on November 13, 1997. The work required
in advance of, and following the Board Meeting made it unreasonably difficult
to file the 10-Q in a timely manner.

<PAGE>

PART IV - Other Information

(1) Name and telephone number of person to contact in regard to this 
notification:

Mr. Randy Marcus                    201               288-5373
   (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

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.
- ------------------------------------------------------
                   Momentum Software Corporation New York

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:                          By: /s/ Randy Marcus
November 14, 1997                      Randy Marcus
                                   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).

                     GENERAL INSTRUCTIONS

1. This Form is required by Rule 12b-25 (17 CFR 240.12b-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 notification 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 (ss232.201 or ss232.202 of
   this chapter) or apply for an adjustment in filing date pursuant to
   Rule 13(b) of Regulation S-T (ss232.13(b) of this chapter).



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