UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 000-27427
CUSIP Number: 021489109
(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 December 31, 2005
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|_| 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
|_| Transition Report on Form N-CSR
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
AltiGen Communications, Inc.
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Full name of registrant
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Former name if applicable
4555 Cushing Parkway
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Address of principal executive office (Street and number)
Fremont, California 94538
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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) |X| 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 the reasons 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.
The Registrant and its independent registered public accounting firm require
more time to complete their implementation and review of the financial reporting
requirements of Financial Accounting Standard 123R (FAS123R), which requires
companies to estimate the cost of all forms of stock based compensation and
record the estimated compensation and provide explanatory footnotes in the
financial statements of the Registrant. Due to this factor, the Registrant is
unable, without unreasonable effort or expense, to complete and file its
Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, within
the prescribed filing date of February 14, 2006. The Registrant expects to file
the Form 10-Q within five days after the filing deadline.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Philip M. McDermott (510) 252-9712
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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). |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? |_| Yes |X| 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.
The Registrant anticipates reporting loss from operations of approximately
$218,000 on revenues of approximately $4.4 million for the quarter ended
December 31, 2005 as compared to income from operations of $342,000 on revenues
of $4.3 million for the corresponding prior year period. A more detailed
discussion of results of operations will be included in Management's Discussion
and Analysis of Financial Condition and Results of Operations in the Form 10-Q
to be filed.
AltiGen Communications, 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: February 14, 2006 By: /s/ Philip M. McDermott
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Name: Philip M. McDermott
Title: Senior Vice President and 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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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