SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 33-93994
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NOTIFICATION OF LATE FILING
(Check One): Form 10-K[x] Form 11-K[ ] Form 20-F[ ] Form 10-Q[ ] Form N-SAR
For Period Ended: DECEMBER 31, 1999
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[ ]Transition Report on Form 10-K
[ ]Transition Report on Form 10-Q
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form N-SAR
[ ]Transition Report on Form 11-K
For the Transition Period Ended: -----------------------------------------------
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:
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PART I. REGISTRANT INFORMATION
Full name of registrant MANGOSOFT, INC.
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Former name if applicable
FIRST AMERICAN CLOCK COMPANY
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Address of principal executive office (STREET AND NUMBER)
1500 WEST PARK DRIVE, SUITE 190
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City, State and Zip WESTBOROUGH, MASSACHUSETTS 01581
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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. (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, 20-F, 11-K or Form N- SAR, or portion thereof will be filed on
or before the 15th 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.
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FORM 12B-25
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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 portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
It has recently come to the registrant's attention that the registrant's
financial statements for the fiscal year ended December 31, 1999 must be
adjusted to reflect the accounting of certain stock option grants made in 1999.
Such adjustments cannot be made by the date that the registrant's Form 10-KSB
for such fiscal year must be filed.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
ROBERT PARSONS (508) 871-7404
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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 report(s) been filed? If the answer is no,
identify report(s).
[ ] Yes [x] No
Form 8-K containing financial statements of MangoSoft Corporation for
fiscal years ended December 31, 1997 and 1998.
(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.
After giving effect to the adjustments to the registrant's 1999 financial
statements referenced in Part III above, the registrant is expected to report a
net loss of approximately $36 million for the fiscal year ended December 31,
1999. Excluding these adjustments, the registrant's net loss would have
approximated the $13 million net loss incurred during the fiscal year ended
December 31, 1998.
MangoSoft, 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
thereunto duly authorized.
Date MARCH 30, 2000
By /s/ Robert Parsons
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Name: Robert Parsons
Title: 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
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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