| | | | OMB APPROVAL |
| | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25 NOTIFICATION OF LATE FILING | | OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . . . 2.50 |
SEC FILE NUMBER
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CUSIP NUMBER
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(Check one): | | x Form 10-K | | o Form 20-F | | o Form 11-K | | o Form 10-Q | | o Form 10-D |
| | o Form N-SAR | | o Form N-CSR | | | | | | |
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| | For Period Ended: | May 31, 2006 |
| | o Transition Report on Form 10-K | | | | |
| | o Transition Report on Form 20-F | | | | |
| | o Transition Report on Form 11-K | | | | |
| | o Transition Report on Form 10-Q | | | | |
| | o Transition Report on Form N-SAR | | | | |
| | For the Transition Period Ended: | |
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Read Instructions (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:
PART I — REGISTRANT INFORMATION
Lawson Software, Inc. |
Full Name of Registrant |
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Former Name if Applicable |
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380 St. Peter Street |
Address of Principal Executive Office (Street and Number) |
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St. Paul, Minnesota 55102-1302 |
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 reason 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, 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.
SEC 1344 (03-05) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
(Attach extra Sheets if Needed)
Lawson Software, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended May 31, 2006 (the “Form 10-K”) within the prescribed time period due to reasons that could not be eliminated without unreasonable effort or expense. Despite diligent efforts on behalf of the Company, the final financial statements are pending completion of the results for the former Intentia International AB, which the Company acquired as of April 24, 2006. Because of the complexity of adopting U.S. GAAP for the former Intentia operations and the limited time between the closing date of the acquisition and the Company’s fiscal year-end, the Company has not been able to complete its consolidated financial statements. The Company intends to file its Form 10-K as soon as possible after resolution of this matter, and in any event no later than the fifteenth calendar day following the prescribed due date for the Form 10-K.
PART IV — OTHER INFORMATION
(1) | | Name and telephone number of person to contact in regard to this notification |
| | Robert G. Barbieri | | 651 | | 767-7000 |
| | (Name) | | (Area Code) | | (Telephone Number) |
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(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). |
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| | | | | | x Yes o No |
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(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? |
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| | | | | | x Yes o No |
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| | 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. |
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| | See the explanation provided in the Company’s response to Part III. While the Company issued a press release on July 27, 2006 announcing its preliminary financial results for the fourth quarter ended May 31, 2006, the final financial statements are pending completion of the results for the former Intentia International AB, which the Company acquired as of April 24, 2006. |
Lawson 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 | August 15, 2006 | | By | /s/ Robert G. Barbieri |
| | | | Name: Robert G. Barbieri |
| | | | 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). |