Crabeeee!: "<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>sp8k1-110901v3.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported): November 9, 2001
Commission file number: 0000796655
________________
ANTS SOFTWARE INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3054685
(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
801 Mahler Rd, Suite G, Burlingame, CA 94010
(Address of principal executive offices) (Zip Code)
(650) 692-0240
(Registrant's Telephone Number, including area code)
ITEM 5. Other Events
In March 2001, we were informed that the staff of the Securities and Exchange
Commission (the "SEC") was considering recommending to the Commission that an
action be brought against us alleging that: (i) we incorrectly identified Mr.
Peter Patton as a director in a January 2000 registration statement on form S-8;
(ii) we failed to disclose a 1996-97 attempted involuntary bankruptcy proceeding
in our 1999 registration statement on form 10-SB; (iii) we failed to file
periodic reports from 1988 to 1999; and (iv) a former director signed a consent
in our January 2000 registration statement on form S-8 that should have been
signed by our auditor. We thereafter made a submission to the staff of the SEC
explaining our position on these matters and explaining why no action should be
brought against us.
In August 2001, we reached a tentative agreement with the staff of the SEC to
settle the matter by consenting, without admitting or denying the SEC's
allegations, to an injunction prohibiting us from future violations of the
periodic reporting requirements (item (iii), above).
On November 7, 2001, our counsel received a letter from the staff of the SEC
that stated the following:
"This letter is to inform you that the staff of the Securities and Exchange
Commission's Office of Enforcement does not intend to bring an enforcement
action against your client, Ants Software, Inc. ("Ants") in connection with the
issues addressed in the staff's March 8, 2001 Wells letter, as identified more
specifically in Ants' Form 10KSB dated March 22, 2001.
The above-referenced investigation, however, has not been terminated. This
letter must in no way be construed as indicating that Ants has been exonerated
or that no action may ultimately result from the staff's investigation of the
above-referenced matter. In addition, the attempted use of this letter as a
purported defense in any action that might subsequently be brought against Ants,
either civilly or criminally, would be clearly inappropriate and improper since
this letter, at most, can mean that as of this date, the staff of the
Commission does not regard enforcement action as called for based upon the
information it has at this time. Moreover, this conclusion may be based upon
various reasons, some of which are irrelevant to the merits of any subsequent
action."
The SEC's latest letter apparently supercedes the tentative settlement
agreement.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANTs software inc.
Date: November 8, 2001 By: /s/ Francis K. Ruotolo
Francis K. Ruotolo, Chairman,
Chief Executive Officer and President
Date: November 8, 2001 By: /s/ Kenneth Ruotolo
Kenneth Ruotolo
Chief Financial Officer and Secretary
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