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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-23122
Washington, D.C. 20549 -------
Cusip Number
FORM 12b-25 699421 10 3
NOTIFICATION OF LATE FILING
(Check One) [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: March 31, 1997
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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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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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:
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PART I - REGISTRANT INFORMATION
ParcPlace - Digitalk, Inc.
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Full Name of Registrant
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Former Name if Applicable
999 E. Arques Avenue
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Address of Principal Executive Office (STREET AND NUMBER)
Sunnyvale, CA 94086
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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 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, 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 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
See attachment "A"
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Frank Slattery 408 720-7528
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(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 reports been
filed? If 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 [ ] 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:
See attachment "A"
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ParcPlace - Digitalk, Inc.
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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 July 1, 1997 By /s/ Ronald J. Clear
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Ronald J. Clear
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
persons 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 INSTRUCTION
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 amendment 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 (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
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Attachment A:
RESPONSE TO PART III -- NARRATIVE
On June 10, 1997, the Registrant retained three new executive officers
in the positions of President and Chief Executive Officer, Chief Financial
Officer, and Vice President of Worldwide Sales. In light of the transition of
the executive management team, the Registrant required additional time to
compile and review the annual report on Form 10-K.
RESPONSE TO PART IV -- OTHER INFORMATION
The Company's net revenues in fiscal 1997 were $37.3 million, a
decrease of 25% from the prior fiscal year. License revenues fell 36% to $20.2
million due to lower sales of development environments and, to a lesser extent,
the elimination of runtime license fees, partially offset by sales of new
products. License revenues declined each quarter of fiscal 1997. Service
revenues declined 4% to $17.1 million.
The Company had a net loss for the year of $22.5 million or $1.91 per
share, compared to a net loss in fiscal 1996 of $10.4 million or $0.98 per
share. As of March 31, 1997, the Company had cash, cash equivalents, and
marketable securities of $14.5 million, compared to $28.2 million at March 31,
1996.
As a result of its declining revenues, the Company, as of June 1997, is
conducting an intensive review of its business prospects and is considering
various alternative courses of action, including but not limited to an
aggressive reduction in operating expenses. Although the Company is unable to
state whether it has adequate resources to sustain its present level of
operations for any particular period of time, management believes that its
existing balances of cash, cash equivalents, and marketable securities, in
combination with an aggressive reduction in operating expenses, would be
sufficient to meet its cash requirements for continuing its core business at
least through fiscal 1998.
