-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DBM7ItUIuKxAmIJkDAaRO1kH14CZWGzaCdRUnq6eMMhbXcsYIkjQnq3++xyc00oj 3okrbcqWMvDRFHwgy6SpbA== 0000950134-08-009757.txt : 20080516 0000950134-08-009757.hdr.sgml : 20080516 20080516130057 ACCESSION NUMBER: 0000950134-08-009757 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 EFFECTIVENESS DATE: 20080516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Veraz Networks, Inc. CENTRAL INDEX KEY: 0001366649 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 943409691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-33391 FILM NUMBER: 08841293 BUSINESS ADDRESS: STREET 1: 926 ROCK AVENUE STREET 2: SUITE 20 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4087509575 MAIL ADDRESS: STREET 1: 926 ROCK AVENUE STREET 2: SUITE 20 CITY: SAN JOSE STATE: CA ZIP: 95131 NT 10-Q 1 f40276ntnt10vq.htm NOTIFICATION OF LATE FILING nt10vq
     
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  SEC FILE NUMBER  
 
0-50425
 
     
  CUSIP NUMBER  
 
37229P507
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
           
(Check One):   o  Form 10-K o  Form 20-F o  Form 11-K þ  Form 10-Q o  Form N-SAR o  Form N-CSR
 
          
 
  For Period Ended:  March 31, 2008
    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  
 
  o   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
Veraz Networks, Inc.
 
(Full Name of Registrant)
N/A
 
(Former Name if Applicable)
926 Rock Avenue, Suite 20
 
Address of Principal Executive Office (Street and Number)
San Jose, California 95131
 
(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 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 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.
On May 7, 2008, Veraz Networks, Inc. (Veraz) announced that the U.S. Securities and Exchange Commission (SEC) had notified Veraz that it is conducting a confidential informal inquiry. Our Board of Directors appointed a special committee to oversee an independent investigation into the matters raised by the SEC informal inquiry. A copy of the press release for such announcement was furnished as an exhibit to our current report on Form 8-K dated May 7, 2008. We are continuing to investigate the matters raised by the SEC informal inquiry. As a result, we would not be able to file our Quarterly Report on Form 10-Q by the required deadline without unreasonable effort or expense.
We are not currently aware of any facts that would cause us to change our results of operations for either the quarter ended March 31, 2008 or any prior period. We currently anticipate filing our Quarterly Report on Form 10-Q within the period permitted by the rule.

 

 

PART IV — OTHER INFORMATION
(1)   Name and telephone number of person to contact in regard to this notification
         
Eric C. Schlezinger    408    750-9575 
(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  þ
 
 
 
    This Notification of Late filing on Form 12b-25 contains forward-looking statements, including statements regarding Veraz’s anticipated financial results and condition and its ability to complete the filing of its Quarterly Report on Form 10-Q within the extension period. These statements are based on current expectations as of the date of this filing and involve a number of risks and uncertainties, which may cause the results to differ materially from those indicated by these forward-looking statements. These risks include, without limitation, risks related to Veraz’s ability to complete its Quarterly Report on Form 10-Q for the quarter year ended March 31, 2008 and the possibility that it will not be able to do so within the anticipated time period, the risk that there may be material adjustments to the financial statements not anticipated at this time and other risks detailed in Veraz’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2007. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Notification of Late Filing on Form 12b-25. Veraz Networks, Inc. undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.
 
 

 

 

 
Veraz Networks, 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
  May 16, 2008   By   /s/ Eric C. Schlezinger
 
           
 
         
Eric C. Schlezinger
Assistant Secretary
 
         

 

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).
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