NT 10-K 1 f28315ntnt10vk.htm NOTIFICATION OF LATE FILING nt10vk
 

     
  OMB APPROVAL  
 
OMB Number: 3235-0058
  
 
Expires: April 30, 2009
  
 
Estimated average burden hours per response ... 2.50
  
 
     
  SEC FILE NUMBER  
 
0-27389
  
     
  CUSIP NUMBER  
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
           
(Check one):   þ  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
 
          
 
  For Period Ended:   December 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:    
 
       

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:
PART I — REGISTRANT INFORMATION
Interwoven, Inc.
 
Full Name of Registrant
N/A
 
Former Name if Applicable

803 11th Avenue
 
Address of Principal Executive Office (Street and Number)
Sunnyvale, California 94089
 
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)
           
þ
    (a)   The reason 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 announced on January 30, 2007, Interwoven, Inc. (“Interwoven” or the “Company”) is engaged in a voluntary review of the Company’s historical stock option grant procedures. The Company initiated the review, which is being conducted under the supervision of the Audit Committee of the Board of Directors with the assistance of independent counsel. At this time, the Audit Committee has neither completed its review, nor reached any preliminary or final conclusions about the Company’s stock option practices and the related accounting treatment, if any. Until the Audit Committee’s review is complete, the Company will be unable to complete and file its Annual Report on Form 10-K for the year ended December 31, 2006. The Company intends to file its Annual Report on Form 10-K as soon as practicable after the completion of the review.
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)
PART IV — OTHER INFORMATION
(1)   Name and telephone number of person to contact in regard to this notification
         
John E. Calonico, Jr., Senior Vice President and Chief
Financial Officer 		   408    774-2000 
(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).
    Yes þ     No o
 
   
 
(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 o     No o
 
   
 
 
    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 Company has not checked either box because the Company’s voluntary review of historical stock option grant procedures has not been completed and no preliminary or final conclusions about the related accounting impact, if any, on the Company’s consolidated financial statements have been reached. On February 1, 2007 the Company reported total revenues for the fourth quarter of 2006 of $53.9 million, an increase of 13% from total revenues of $47.6 million for the fourth quarter of 2005. For the year ended December 31, 2006, Interwoven reported total revenues of $200.3 million, an increase of 14% from total revenues of $175.0 million for same period in 2005. The Company is not in a position to provide any additional information regarding the results of operations for the fourth quarter of 2006 and for the year ended December 31, 2006 until the completion of the voluntary review described in Part III above.
 
INTERWOVEN, 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 16, 2007   By   /s/ John E. Calonico, Jr.
 
           
 
          John E. Calonico, Jr.
Senior Vice President and Chief Financial Officer