SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 12B-25
Commission File No. 0-27742
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
For the quarterly period ended: September 27, 1998
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: Entire report on Form 10-Q
PART I
REGISTRANT INFORMATION
Full name of registrant: Cylink Corporation
Address of principal executive office (street and number): 910 Hermosa Court
City, state and zip code: Sunnyvale, California 94086
PART II
RULE 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, the following
should be completed. (Check box if appropriate)
(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, 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the 15th 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 the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The registrant, with the assistance of its independent accountants, is engaged
in a review of its revenue recognition practices. The preliminary review
indicates that revenue reported in the first and second quarters of 1998 was
overstated by approximately $5.0 million and $6.7 million, respectively, which
would result in restated revenues of approximately $10.8 million for the quarter
ended March 29, 1998 and $11.3 million for the quarter ended June 28, 1998.
Expected revenue for the quarter ended September 27, 1998 is approximately $12.1
million. The above figures are preliminary estimates and are subject to further
adjustment upon completion of the review. In addition,
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substantial operating losses are expected to be reported for each of the three
quarters in the period ended September 27, 1998. The revised financial results
will be subject to the registrant's annual audit. Accordingly, there can be no
assurance that these preliminary revenue estimates will not change or that other
adjustments will not be made in the annual financial audit process.
The above information regarding the estimated impact of the restatement of the
company's financial results and third quarter revenues is forward looking
information within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. Actual results could differ materially from those projected in
the forward looking information as a result of a number of factors including the
further analysis and review of the company's contracts, revenue recognition
practices, and other actions that will be taken as the company completes its
internal review and the independent accountants complete their annual audit for
the year ended December 31, 1998.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact regarding this notification:
Robert Fougner 408 735-5800
(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 require to file such report(s) been filed? [X] Yes [ ] 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?
[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.
See comments under PART III above.
Cylink Corporation
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 12, 1998 By: /s/ ROBERT B. FOUGNER
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Robert B. Fougner, Secretary and General Counsel
