Notification of Late Filing

(Check One):

    ¨  Form 10-K

    ¨  Form 20-F

    ¨  Form 11-K

    x  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: March 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 quarterly report on Form 10-Q for the quarter ended March 31, 2006 within the time period prescribed for such report.

As previously disclosed, the Audit Committee of the Company’s Board of Directors is conducting a review of (i) the Company’s revenue recognition practices related to certain reseller transactions and (ii) whether the Company recognized in the proper periods revenue associated with certain license and services arrangements. In addition, as previously disclosed, the Company’s management has concluded that insufficient evidence existed to support the Company’s prior determination that vendor specific objective evidence (“VSOE”) of fair value existed for the maintenance element for the majority of the Company’s software arrangements. The Company will restate its previously issued financial statements for periods beginning with fiscal 2001. As a result of the Audit Committee’s review and management’s determination, the Company is unable to complete the preparation of such quarterly report without unreasonable effort or expense. The Company anticipates that it will file its quarterly report on Form 10-Q for the quarter ended March 31, 2006 as promptly as possible.

 

Part IV – Other Information

 

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

 

April Downing

(Name)

     

    (512)    

(Area Code)

   

339-8335

(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 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 the Audit Committee review has not been completed and because of management’s determination regarding VSOE of fair value for the maintenance element for the majority of the Company’s software arrangements as discussed above, the Company is unable to make a reasonable estimate of the change in results of operations in the quarter ended March 31, 2006 compared to the quarter ended March 31, 2005.

 

 

SIGNATURE

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

 

  MOTIVE, INC.
Date: June 7, 2006   By:  

/s/ Alfred Mockett

    Alfred Mockett
    Chairman and Chief Executive Officer

 

2