U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 1-14076
CUSIP Number: 833979 20 6
[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, 1998
[ ] 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.
<PAGE>
The Registrant's former Chief Financial Officer was terminated in January
1999. While the Registrant has retained a new Chief Financial Officer, he will
only start his employment in April 1999. The Registrant's current Chief
Operating Officer (who was the Registrant's Chief Financial Officer from July
1995 through December 1997) has been performing financial and accounting
functions for the Company, as well as his normal duties, and this requirement of
dual functioning has caused the Registrant to be unable to timely file the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1998
without unreasonable effort and expense.
- --------------------------------------------------------------------------------
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 $2,400,000 for the year ended December 31, 1998, compared to
$9,767,766 for the year ended December 31, 1997.
- --------------------------------------------------------------------------------
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, 1999 By: /s/ Mark E. Leininger
Mark E. Leininger, President
