U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 1-14076
CUSIP Number: 833979 10 7
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ]
Form N-SAR For Period Ended: December 31, 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:
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: Not applicable
Part I - Registrant Information
Full Name of Registrant: Software Publishing Corporation Holdings, Inc.
Former Name if applicable: Not Applicable
Address of Principal Executive Office: 3A Oak Road, Fairfield, New Jersey 07004
Part II - Rule 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 [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 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 and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
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The Registrant is in the process of implementing a restructuring of its
operations. Such restructuring efforts required the Registrant to devote
substantial effort and expense which otherwise would have been devoted to the
preparation and filing of the Registrant's Annual Report on Form 10-KSB for the
year ended December 31, 1997. For such reason, the subject Form 10-KSB could not
be filed within the prescribed period.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Mark E. Leininger (973) 808-1992
(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 twelve 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?
[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 registrant anticipates reporting a loss from operations of
approximately $10,965,000 for the year ended December 31, 1997, compared to
$27,039,367 for the year ended December 31, 1996.
Software Publishing Corporation Holdings, Inc. has caused this notification
to be signed on its behalf by the undersigned thereunto duly authorized.
Software Publishing Corporation Holdings, Inc.
Date: March 31, 1998 By: /s/Mark E. Leininger
Mark E. Leininger, President
