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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 0-25612
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(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended:
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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
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
StarBase Corporation
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Full Name of Registrant
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Former Name if Applicable
18872 MacArthur Blvd., Ste. 300
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Address of Principal Executive Office (Street and Number)
Irvine, CA 92612
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City, State and Zip Code
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 Rules 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;
[X] (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 11-K, 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
[X] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11/91)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
<TABLE>
<S> <C> <C>
Doug Norman (949) 442-4400
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(Name) (Area Code) (Telephone Number)
</TABLE>
(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 answer is no,
identify report(s).
[X] Yes [ ] No
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(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.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 06/30/98 By Douglas S. Norman
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Director of Finance
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
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Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001)
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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 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.
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FORM 12b-25 PART III
Our independent accountants have advised us that they need additional time to
complete their audit for the year ended March 31, 1998 and that they expect to
complete their audit within the 15 day extension period.
FORM 12b-25 PART IV
RESTATEMENT OF PRIOR PERIOD RESULTS
As previously announced in a press release dated May 18, 1998, the Company has
restated its financial statements for the year ended March 31, 1997 to conform
with Topic No. D-60 of the Emerging Issues Task Force, which was issued in 1997.
Topic No. D-60 communicates the views of the Securities and Exchange Commission
staff that the beneficial conversion feature of convertible preferred stock
should be recognized. Recognition is measured at the date of issue of the
convertible security as the difference between the conversion price and the fair
value of the common stock into which the security is convertible, multiplied by
the number of shares into which the security is convertible. For convertible
preferred stock, this amount is accounted for as a non-cash dividend, with the
same amount credited to additional paid-in capital, allocated over the period
from issuance to convertibility. Thus, there is no change to overall
shareholders' equity.
In conformance with the provisions of Topic No. D-60, the Company has restated
its financial statements by recording non-cash preferred stock dividends
attributable to the issuance of Series A, B and C Preferred stock aggregating
$1,096,000, $2,763,000, $872,000, $862,000, $882,000 and $134,000 for the
quarters ended June 30, 1996, March 31, 1996, June 30, 1995, March 31, 1995,
December 31, 1994 and September 30, 1994, respectively.
In addition, the Company has restated the results of the first quarter of fiscal
1998 to recognize a non-cash dividend aggregating $1,660,000 as a result of
common stock issued in exchange for warrants to acquire shares of the Company's
common stock. This dividend represents the excess of the fair value of the
Company's common stock on the offer date over the estimated fair value of the
warrants exchanged. The estimated fair value of the warrants was determined
using the Black-Scholes method. This also did not change overall shareholders'
equity.
Also, at the time the Company was formed, it issued 1,418,638 common shares,
which are presently held in escrow. The shares may be released from the escrow
and delivered to individuals based upon the Company's achieving certain cash
flow requirements. If such cash flows are not attained by October 21, 2002 the
escrowed shares will be cancelled. Prior to March 1997, the escrowed shares were
included in the weighted average number of common shares used to report loss per
common share. Subsequently, the Company determined that it was not appropriate
to include the escrowed shares in the calculation of loss per common share
because such shares are considered contingent shares, and it has not been
considered probable that the requirements for release would be met.
Additionally, the escrowed shares would have an anti-dilutive effect.
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The result of these changes, which did not change reported revenue, is included
in the following table:
(In Thousands of dollars, except per share data)
<TABLE>
<CAPTION>
Net Loss Weighted Loss
Applicable Average Per Additional
Non-cash To Common Common Common Accumulated Paid-In
1998 Net Loss Dividend Stock Shares Share Deficit Capital
---- -------- -------- ---------- -------- ------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Quarter ended 12/31/97 (2,124) (2,124) 14,448 (0.15) (37,444) 37,472
Quarter ended 9/30/97 (1,772) (1,772) 13,629 (0.13) (35,320) 36,020
Quarter ended 6/30/97 (1,332) 1,660 (2,992) 12,002 (0.25) (33,548) 35,057
1997
----
Year ended 3/31/97 (5,703) 1,096 (6,799) 10,938 (0.62) (30,556) 33,414
Quarter ended 12/31/96 (1,268) (1,268) 13,210 (0.10) (28,698) 33,270
Quarter ended 9/30/96 (1,367) (1,367) 11,296 (0.12) (27,409) 33,240
Quarter ended 6/30/96 (1,210) 1,096 (2,306) 8,796 (0.25) (26,042) 32,603
1996
----
Year ended 3/31/96 (5,893) 3,635 (9,528) 5,825 (1.64) (23,736) 23,698
Quarter ended 12/31/95 (1,047) (1,047) 6,404 (0.16) (19,692) 16,765
Quarter ended 9/30/95 (1,439) (1,439) 6,308 (0.23) (18,644) 16,765
Quarter ended 6/30/95 (2,125) 872 (2,997) 4,174 (0.72) (17,205) 16,462
1995
----
Year ended 3/31/95 (7,720) 1,878 (9,598) 3,625 (2.65) (14,208) 12,799
Quarter ended 12/31/94 (1,842) 882 (2,724) 3,675 (0.74) (10,200) 10,675
Quarter ended 9/30/94 (1,380) 134 (1,514) 3,571 (0.42) (7,476) 8,555
</TABLE>
The following table summarizes data, before the changes (as previously
reported):
(In Thousands of dollars, except per share data)
<TABLE>
<CAPTION>
Net Loss Weighted Loss
Applicable Average Per Additional
Non-cash To Common Common Common Accumulated Paid-In
1998 Net Loss Dividend Stock Shares Share Deficit Capital
---- -------- -------- ---------- -------- ------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Quarter ended 12/31/97 (2,124) (2,124) 14,448 (0.15) (29,175) 29,203
Quarter ended 9/30/97 (1,772) (1,772) 13,629 (0.13) (27,051) 27,751
Quarter ended 6/30/97 (1,332) (1,332) 12,002 (0.11) (25,279) 26,788
1997
----
Year ended 3/31/97 (5,703) (5,703) 10,938 (0.52) (23,947) 26,805
Quarter ended 12/31/96 (1,268) (1,268) 13,210 * (0.10) (22,089) 26,661
Quarter ended 9/30/96 (1,367) (1,367) 11,296 * (0.12) (20,800) 26,631
Quarter ended 6/30/96 (1,210) (1,210) 8,796 * (0.14) (19,433) 25,994
1996
----
Year ended 3/31/96 (5,893) (5,893) 5,825 * (1.01) (18,223) 18,185
Quarter ended 12/31/95 (1,047) (1,047) 7,823 (0.13) (16,942) 14,015
Quarter ended 9/30/95 (1,439) (1,439) 7,727 (0.19) (15,894) 14,015
Quarter ended 6/30/95 (2,125) (2,125) 5,593 (0.38) (14,455) 13,712
1995
----
Year ended 3/31/95 (7,720) (7,720) 5,044 (1.53) (12,330) 10,921
Quarter ended 12/31/94 (1,842) (1,842) 5,094 (0.36) (9,184) 9,659
Quarter ended 9/30/94 (1,380) (1,380) 4,990 (0.28) (7,342) 8,421
</TABLE>
* As previously reported and restated to exclude the Escrow Shares in
Form 10-KSB for the year ended March 31, 1997 and Forms 10-QSB for the year
ended March 31, 1998.
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June 30, 1998
Mr. Douglas S. Norman
Director of Finance, Chief Accounting Officer
StarBase Corporation
18872 MacArthur Boulevard
Irvine, California 92612
Dear Mr. Norman:
You have furnished us with a copy of your "Notification of Late Filing" on Form
12b-25 dated June 30, 1998.
We are in agreement with the comments under Part III of the Form with respect to
the reasons why we are unable to furnish our report on the financial statements
of StarBase Corporation on or before the date the Form10-KSB of StarBase
Corporation for the year ended March 31, 1998 is required to be filed.
Yours very truly,
Price Waterhouse LLP
