Notification of late filing

(Check One):

    x   Form 10-K

    ¨  Form 20-F

    ¨  Form 11-K

    ¨  Form 10-Q

    ¨  Form N-SAR

    ¨  Form N-CSR

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

    
     
     
   

SEC File Number

000-31409

     
   

CUSIP Number

61980V 10 7

 

  For Period Ended: December 31, 2006
  ¨  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:                                                              

 

 

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

 

Motive, Inc.
Full Name of Registrant:
Motive Communications, Inc.
Former Name if Applicable:
12515 Research Boulevard, Building 5
Address of Principal Executive Office (Street and Number):
Austin, Texas 78759-2220
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;
  (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 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, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Motive, Inc. (the “Company”) is unable to file its annual report on Form 10-K for the fiscal year ended December 31, 2006 (the “Annual Report”) within the time period prescribed for such report.

As previously disclosed, the Audit Committee of the Company’s Board of Directors has been conducting a review of certain accounting matters. Also as previously disclosed, the Company will restate its previously issued financial statements for periods beginning with fiscal 2001 as a result of findings from the Audit Committee review. As a result of the Company’s ongoing restatement activities, the Company is unable to complete the preparation of the Annual Report within the prescribed time period without unreasonable effort or expense. The Company anticipates that it will file the Annual Report as promptly as possible after the completion of its ongoing restatement activities and the completion of audited financial statements required to be included in the Annual Report.

 

 

Part IV — Other Information

 

(1) Name and telephone number of person to contact in regard to this notification

 

Mike Fitzpatrick      (512)    531-1044
(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).    ¨  Yes    x  No

Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and Annual Report on Form 10-K for the year ended December 31, 2005.

 

(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.

Because, as discussed in Part III above, the Company’s restatement activities are still ongoing, the Company is unable at this time to make a reasonable estimate of the change in its results of operations in the fiscal year ended December 31, 2006 compared to the fiscal year ended December 31, 2005.

 

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SIGNATURE

Motive, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MOTIVE, INC.
Date: March 16, 2007   By:  

/s/ Mike Fitzpatrick

    Mike Fitzpatrick
    Chief Financial Officer

 

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