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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-23132
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1999
[ ] 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 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: ObjectShare, Inc.
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Former Name if Applicable: N/A
16811 Hale Avenue, Suite A
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Address of Principal Executive Office (Street and Number)
Irvine, CA 92606
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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)
(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
(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 or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Company has just completed its year-end financial statements. The Company
is still in the process of completing its Annual Report on Form 10-K and expects
to file its Form 10-K on or before July 14, 1999.
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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>
Winston Hickman (949) 833-1122
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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
(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.
See Attachment to Form 12b-25.
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ObjectShare, 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.
OBJECTSHARE, INC.
Dated: June 30, 1999 By: /s/ WINSTON HICKMAN
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Winston Hickman
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
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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 (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in the filing date pursuant to Rule 13(b) of Regulation
S-T section 232.13(b) of this chapter.
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Attachment to Form 12b-25
ObjectShare, Inc.
PART IV. OTHER INFORMATION
(3) The Company's audited financial statements for its year ended March 31,
1999, will contain an auditor's paragraph 4 qualification ("going
concern" qualification).
Following is the text of the Company's earnings press release issued on
June 30, 1999:
OBJECTSHARE REPORT FISCAL 1999 AND FOURTH QUARTER RESULTS
IRVINE, California - June 30, 1999 - ObjectShare, Inc.
(OTCBB:OBJS) today reported a net loss of $4.8 million, equal to $0.39
per share, on net revenues of $15.8 million for the year ended March
31, 1999. This compares with a net loss of $7.6 million, or $0.63 per
share, on net revenues of $20.2 million for fiscal year 1998. The
complete Form 10-K for fiscal 1999 is expected to be available
July 14, 1999.
For the fourth quarter ended March 31, 1999, ObjectShare
reported a net loss of $2.5 million, equal to $0.20 per share, compared
with net income of $327,000, or $0.02 per diluted share, a year ago.
Net revenues for the fourth quarter amounted to $4.2 million, compared
with $5.4 million for the same period last year.
Eugene L. Goda, president and chief executive officer,
commented, "Our results continue to be impacted by the market softness
that exists in the software application development market."
Goda added: "Management continued to execute a company-wide
cost reduction program that resulted in operating expenses for the
year, excluding restructuring costs, declining 17 percent to $13.5
million from $16.3 million. This reduction was achieved while incurring
development costs associated with the launch of ObjectShare's
Internet-enabled VisualWorks 5i products."
ABOUT OBJECTSHARE, INC.
Founded in 1983, ObjectShare, Inc. is a leading provider of
object-oriented software solutions for network computing. With complete
support for industry standards using Java or Smalltalk, the company
offers its development environments, frameworks, along with consulting,
education and support services worldwide. ObjectShare's Smalltalk
products originated the first component development tools utilizing
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just-in-time (JIT) compilers, virtual machine technology and an environment that
is 100% object-oriented. Headquartered in Irvine, California, the company also
maintains offices in Santa Clara, Arlington, VA, Germany, Japan, and the United
Kingdom. For more information about ObjectShare, please call 1-800-973-4777 or
949-833-1122. ObjectShare's World Wide Web address (URL) is
http://www.objectshare.com.
# # #
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are not guarantees of ObjectShare's future operational or financial
performance and are subject to risks and uncertainties. Actual operational and
financial results may differ materially from ObjectShare's expectations
contained in the forward-looking statements as a result of various factors.
Factors that may cause such differences include, but are not limited to,
management of growth, market acceptance of component-based technology,
dependence on Smalltalk and Java's continued market acceptance, risks associated
with the development of new product versions and training materials and
programs, dependence on third party relationships, ability to integrate acquired
products and intense competition, as well as other risks and uncertainties
detailed from time to time in ObjectShare's filings with the Securities and
Exchange Commission, including, without limitation, those factors discussed in
"Item 1 - Description of Business - Risk Factors" and "Item 9 - Management's
Discussion and Analysis of Financial Condition and Results of Operations" of
ObjectShare's Annual Report for the year ended March 31, 1998 on Form 10-K filed
with the Securities and Exchange Commission.
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FINANCIAL POSITION AND RESULTS OF OPERATIONS
OBJECTSHARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For the three months For the twelve months
ended March 31, ended March 31,
------------------------- -------------------------
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Net revenues:
Service $ 2,468 $ 2,784 $ 10,426 $ 12,068
License 1,750 2,647 5,380 8,172
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Total net revenues 4,218 5,431 15,806 20,240
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Total cost of net revenues 2,500 2,184 7,442 9,195
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Gross profit 1,718 3,247 8,364 11,045
Operating expenses:
SG&A 3,410 2,092 10,000 11,640
Research and development 661 840 3,542 4,648
Restructuring costs -- -- (166) 2,621
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Total operating expenses 4,071 2,932 13,376 18,909
Income/(loss) from operations (2,353) 315 (5,012) (7,864)
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Interest and other income/(expense) (96) 5 160 313
Income/(loss) before provision/(benefit)
for income taxes (2,449) 320 (4,852) (7,551)
Provision/(benefit) for income taxes 16 (7) (13) 31
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Net income/(loss) $ (2,465) $ 327 $ (4,839) $ (7,582)
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Basic net income/(loss) per share (0.20) 0.03 (0.39) (0.63)
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Diluted net income/(loss) per share (0.20) 0.02 (0.39) (0.63)
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Shares used in computing
basic net income/(loss) per share 12,369 12,126 12,308 12,022
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Shares used in computing
diluted net income/(loss) per share 12,369 15,570 12,308 12,022
======== ======== ======== ========
</TABLE>
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OBJECTSHARE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,675 $ 5,734
Accounts receivable, net 3,988 5,166
Inventories 24 164
Prepaid and other current assets 432 819
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Total current assets 6,119 11,883
Net property and equipment 953 1,198
Other assets 129 174
Net capitalized software 511 --
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Total assets $ 7,712 $13,255
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued compensation $ 2,202 $ 2,222
Note payable and ST portion of capital leases 103 --
Other accrued liabilities and deferred revenue 4,180 5,707
Bank line 1,000 --
Accrued restructuring costs -- 534
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Total current liabilities 7,485 8,463
Long term portion of capital lease obligation 103 --
Commitments and contingencies
Total stockholders' equity 124 4,792
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Total liabilities and stockholders' equity $ 7,712 $13,255
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