UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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OMB Number: 3235-0058
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NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-26598
(Check One): [x] Form 10-K
[ ] Form 20-F
[ ] Form 11-K
[ ] Form 10-Q
[ ] Form N-SAR
CUSIP NUMBER
For Period Ended: December 31, 1996
[ ] 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:
_______________________________________________________________
Read Instruction (on back page) 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:
<PAGE>
PART I -- REGISTRANT INFORMATION
PaperClip Software, Inc.
Full Name of Registrant
PaperClip Imaging Software, Inc.
Former Name if Applicable
Three University Plaza
Address of Principal Executive Office (Street and Number)
Hackensack, New Jersey 07601
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 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 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 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (See attached Schedule)
(Attach Extra Sheets if needed)
SEC 1344 (6/94)
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William Weiss (201) 487-3503
(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 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? [ ]Yes [x] 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.
PaperClip Software, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 27, 1997
By: /s/ William Weiss
Name : William Weiss
Title: Chief Executive Officer
<PAGE>
Schedule to Form 12b-25
PaperClip Software, Inc. (the "Company") is in negotiatins regarding a
definitive agreement to sell substantially all of its assets to Access
Solutions International, Inc. As a result of the time-consuming process
required to negotiate and seek to consummate that transaction and in order to
ensure proper disclosure in the Company's Report on Form 10-KSB for the year
ended December 31, 1996 (the "Form 10-KSB") regarding the terms of such
transaction, the Company will be delayed in filing the Form 10-KSB. The
Form 10-KSB could not be timely filed without unreasonable effort or expense.
The Form 10-KSB will be filed within the time period required by Rule 12b-25.
There is no assurance that the negotiations described herein will result in a
defintive agreement.
