UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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FORM 12B-25 SEC FILE NUMBER
1-9247
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NOTIFICATION OF LATE FILING CUSIP NUMBER
12673P105
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(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: June 30, 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: _______________________
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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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I-- REGISTRANT INFORMATION
CA, Inc.
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Full Name of Registrant
Not applicable
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Former Name if Applicable
One CA Plaza
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Address of Principal Executive Office (Street and Number)
Islandia, New York, 11749
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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)
|X| | (a) The reason described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|
|X| | (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 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 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.
CA, Inc. (the "Company") is filing this notice in order to obtain a
5-day extension, from August 9, 2006 to August 14, 2006, for filing
its Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2006 (the "Form 10-Q"). As previously announced in its press
release dated August 7, 2006, the substantial effort and resources
required to complete the internal review of the Company's past and
current stock options program and corresponding restatements of
results included in its Annual Report on Form 10-K for fiscal year
2006 filed on July 31, 2006, delayed completing work on the Form
10-Q and, therefore, the preparation of the financial statements
and other information required in the Form 10-Q can not be
completed by the initial filing deadline without unreasonable
effort and expense.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth V. Handal 631 342-6000
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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 answer is no, identify report(s).
Yes |X| 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.
As described in Part III above, the substantial effort and
resources required to complete the internal review of the Company's
past and current stock options program and corresponding
restatements of results in its Annual Report on Form 10-K for
fiscal year 2006 filed on July 31, 2006, has delayed completing
work on the Form 10-Q. Based on preliminary results, however, the
Company expects that for the fiscal quarter ended June 30, 2006,
revenue will be slightly higher than revenue from the year ago
period and expenses will be higher than the comparable period last
year to a greater degree relative to the revenue increase. The
increase in revenue is primarily due to growth in subscription
revenue and professional services revenue, partly offset by
declines in maintenance and software fees and other. The increase
in expenses is driven primarily by higher personnel costs
associated with acquisitions, increased commission, royalty and
bonus expenses, higher selling and marketing expenditures and
charges associated with the fiscal year 2006 restructuring plan.
The information about revenue and expenses, as well as comparisons
and related trends between periods, is subject to change when the
Company finalizes its financial results. Among other things, the
Company has not completed its preparation of the financial
statements to be included in the Form 10-Q and, as a result, the
Company's independent auditors have not yet completed their review
of the Company's financial statements. The Company is working
diligently to
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finalize its financial results for the fiscal quarter ended June
30, 2006 and expects to be able to file the Form 10-Q on or about
August 14, 2006.
CA, 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
hereunto duly authorized.
Date August 10, 2006 By: /s/ Kenneth V. Handal
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Kenneth V. Handal
Executive Vice President, General Counsel and
Corporate 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.
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001)
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