SEC File Number: 0-2796
CUSIP Number: 37245R107
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): | ¨ Form 10-K | ¨ Form 20-F | ¨ Form 11-K | x Form 10-Q | ¨ Form 10-D | |||||
| ¨ Form N-SAR | ¨ Form N-CSR | |||||||||
For Period Ended: September 30, 2006
¨ 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:
PART I
REGISTRANT INFORMATION
Gensym Corporation
Full Name of Registrant
[Not Applicable]
Former Name if Applicable
52 Second Avenue
Address of Principal Executive Office (Street and Number)
Burlington, MA 01803-4411
City, State and Zip Code
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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 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; | |||
| ¨ | (b | ) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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 subject distribution report on Form 10-D, 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
As previously disclosed in Gensym’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2006, Gensym is conducting a detailed investigation of its accounting treatment for certain software license and services agreements and is reassessing the time periods in which revenue was recognized and whether any of these transactions have prior or current material financial statement impact. The scope of the investigation has been extended to include a review of the accounting treatment of certain software license and services agreements that Gensym entered into prior to 2004, as early as 2000, as well as a voluntary internal review of historical stock option grant practices and related accounting treatment.
Gensym is continuing its investigation and vigorously reviewing software license and services agreements previously entered into as well as its historical stock option grant practices to evaluate the nature and extent of any revised accounting treatment that may be required, including whether a restatement of Gensym’s previously reported financial results may be required. The investigation and review, however, is not complete. Until the investigation is complete, Gensym will not be able to file its Form 10-Q for the fiscal quarter ended September 30, 2006. Gensym currently cannot estimate when it may file its Form 10-Q for the fiscal quarter ended September 30, 2006, but will do so as soon as practicable following resolution of the foregoing matters.
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PART IV
OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
Stephen Allison, Chief Financial Officer | 781-265-7100 | |
| (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
Gensym has not filed Form 10-Q for the fiscal quarter ended June 30, 2006.
| (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.
As a result of the matters more fully discussed in Part III above, Gensym cannot provide a reasonable estimate of the amount of any changes pending (1) the completion of the investigation of Gensym’s accounting treatment for certain software license and services agreements previously entered into, (2) the completion of the investigation into historical stock option grant practices and related accounting treatment and (3) the finalization of Gensym’s financial statements for the fiscal quarter ended September 30, 2006.
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Gensym Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 13, 2006 | By: | /s/ STEPHEN D. ALLISON | ||||||
Stephen D. Allison Vice President, Finance and Chief Financial Officer | ||||||||
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