NT 10-Q 1 a2082516znt10-q.txt NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q / /Form N-SAR For Period Ended: April 30, 2002 -------------------------------------------- / / 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: ------------------------------------------------------------------------------- PART I -- REGISTRANT INFORMATION Caldera International, Inc. ------------------------------------------------------------------------------- Full Name of Registrant N/A ------------------------------------------------------------------------------- Former Name if Applicable 355 South 520 West, Suite 100 ------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Lindon, Utah 84042 ------------------------------------------------------------------------------- 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; (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, /X/ 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. At a board meeting held May 8, 2002, the Registrant dismissed Arthur Andersen LLP as its independent auditor and appointed KPMG LLP as its independent auditor for the year ending October 31, 2002. Due to the time required to complete certain client acceptance procedures and due to a delay in obtaining information from Arthur Andersen LLP to facilitate the transition, KPMG LLP has not been able to complete the required SAS 71 review procedures related to the Registrant's financial statements as of and for the three months ended April 30, 2002. It is expected that the procedures will be completed within the additional five-day period provided under Regulation 12b-25. A letter from KPMG LLP is attached as an exhibit to this filing. (ATTACH EXTRA SHEETS IF NEEDED) SEC 1344 (6/94) PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Michael Olson (801) 765-4999 ---------------------------------- ----------------- ---------------------- (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? /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. ------------------------------------------------------------------------------- Caldera International, 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 June 14, 2002 By /s/ Michael Olson ----------------------------- ---------------------------- Michael Olson, Vice President Finance 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). _______________________________________________________________________________ GENERAL INSTRUCTIONS 1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. 5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter). ATTACHMENT TO FORM 12B-25 All amounts, except per share data, are presented in thousands. Revenue for the three months ended April 30, 2002, was $15,476, with a net loss of $6,631, or ($0.47) a share. As a result of a significant acquisition in the third quarter of 2001, results of operations for the current quarter are not directly comparable to the prior year quarter. Revenue for the three months ended April 30, 2001, was $1,598, with a net loss of $11,655, or ($1.17) a share. On a pro forma basis, assuming the acquisition had occurred prior to the beginning of the April 30, 2001 quarter, revenue would have been $25,595, with a net loss of $19,286, or ($1.72) a share. EXHIBIT TO FORM 12B-25 June 13, 2002 Mr. Robert K. Bench Chief Financial Officer Caldera International, Inc. 355 South 520 West, Suite 100 Lindon, Utah 84042 Dear Mr. Bench: We have read the disclosure included in Part III NARRATIVE of the accompanying Form 12b-25 and agree with such disclosure. /s/ KPMG LLP