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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 -------
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 1997
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[ ] 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 ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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:
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PART I - REGISTRANT INFORMATION
DIGITAL LIGHTWAVE, INC.
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Full Name of Registrant
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Former Name if Applicable
601 CLEVELAND STREET, FIFTH FLOOR
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Address of Principal Executive Office (STREET AND NUMBER)
CLEARWATER, FLORIDA 33755
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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 appropriate box)
[X] (a) The reasons 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, 11-K, Form N-SAR, 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 the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
Filing of the Form 10-K could not be completed by the filing date due to delays
associated with the Company's restatement of Form 10-Q for the periods ending
June 30, 1997 and September 30, 1997, respectively.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
STEVEN H. GRANT 813 437-2594
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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 the answer is no, identify report(s).
[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 the attached Exhibit 1 for a summary of the change in the results of
operations
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DIGITAL LIGHTWAVE, 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
thereunto duly authorized.
Date APRIL 1, 1998 By /s/ STEVEN H. GRANT
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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
persons 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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
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EXHIBIT 1
SELECTED FINANCIAL DATA
The selected historical financial data presented below has been derived from
financial statements of the company for periods presented, and respectively,
are qualified by reference to, the audited financial statements of the Company
and should be read in conjunction with those financial statements and notes
thereto. All amounts are expressed in thousands except for per share data.
<TABLE>
<CAPTION>
Years Ended December 31,
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1997 1996 1995 1994 1993
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<S> <C> <C> <C> <C> <C>
Statement of Operations:
Sales $ 9,081 $ 6,044 $ -- $ -- $ --
Cost of goods sold 3,124 2,079 -- -- --
Total operating expenses 14,414 5,489 2,725 1,568 545
Loss from operations (8,457) (1,524) (2,725) (1,568) (545)
Net loss (6,690) (2,108) (3,334) (1,683) (587)
Loss per share (.25) (.10) (.08) (.04) (.01)
Weighted average shares 26,834,403 21,829,235 39,443,614 41,044,921 41,044,921
Balance Sheet Data:
Working capital (deficit) 32,496 2,349 (8,595) (1,939) (725)
Total assets 44,361 6,374 1,277 332 194
Total debt 25 983 7,897 2,102 555
Stockholders' equity (deficit) 39,419 3,449 (8,163) (2,328) (645)
</TABLE>
For the years ended December 31, 1997 vs. December 31, 1996
SALES
Sales for the year ended December 31, 1997 increased by approximately $3.1
million to $9.1 million from $6.0 million in the year ago period. During the
year ended December 31, 1997, the Company shipped 275 units in varying
configurations compared with 171 units for the same period last year.
COST OF GOODS SOLD
Cost of goods sold for the year ended December 31, 1997 increased by
approximately $1.0 million to $3.1 from $2.1 million in the year ago period.
The primary reason for the increase in cost of goods sold relates to the
increased units sold during the year.
TOTAL OPERATING EXPENSES
Total operating expenses for the year ended December 31, 1997 increased by
approximately $8.9 million to $14.4 million from $5.5 million in the year ago
period. The primary reason for the increase in operating expenses include
increased hiring in all operations of the company's business and related costs.
NET LOSS
Net loss for the year ended December 31, 1997 increased by $4.6 million to a
net loss of $6.7 million or $.25 per share, from a net loss of $2.1 million or
$.10 per share.
