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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number ____________
NOTIFICATION OF LATE FILING
(CHECK ONE):
[] Form 10-K and Form 10-KSB [] Form 20-F [] Form 11-K
[X] Form 10-Q and Form 10-QSB [] Form N-SAR
For Period Ended: 09/30/2000
[] Transition Report on Form 10-K [] Transition Report on Form 10-Q
[] Transition Report on Form 20-F [] Transition Report on Form N-SAR
[] Transition Report on Form 11-K
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
Full Name of Registrant: Hypercom Corporation
Former Name if Applicable N/A
Address of Principal Executive Office 2851 W. Kathleen Road
(Street and Number)
City, State and Zip Code: Phoenix, Arizona 85053-4053
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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 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 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, 10-KSB,
20-F, 11-K, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
The Company is in default of certain financial ratios under its credit
facilities and is in the process of negotiating a waiver with respect to such
defaults. Although there can be no assurance the waivers will be obtained, the
Company believes that it is close to agreement on the terms of waivers with its
lenders. The resolution of this issue is integral to completion of the financial
statements and the disclosures within the Liquidity and Capital Resources
section of Management's Discussion and Analysis to be included in the Company's
quarterly report on Form 10-Q for the period ended September 30, 2000 and,
accordingly, the Company believes completion of the report should be deferred
until resolution is achieved.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification:
Jonathon E. Killmer (504) 504-5000
(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
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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.
The Company's consolidated net loss for the fiscal quarter ended
September 30, 2000, is expected to be $15.7 million, before giving effect to a
loss of $5.9 million to be taken in connection with the Company's investment in
Cirilium Corporation. The third quarter loss is due largely to lower revenues as
a result of shipment delays in Brazil and Sweden, a significant decrease in
gross margin due to: a volume decline in and a product mix change from legacy
products; a change in product mix to lower-margin sales in the multi-lane and
government markets; increased manufacturing expenses due to higher than
anticipated U.S. production, transition costs in moving manufacturing to China;
higher component costs resulting from an increase in purchases through
distributors; unanticipated costs related to reworking and stabilization of
several new products; tooling costs for the ICE product line; and increased
warranty reserves, reflecting the Company's significantly expanded product line
and several new product introductions. The Company reported a net profit of $3.4
million for the corresponding period in fiscal 1999.
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SIGNATURE
Pursuant to 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, thereunto duly authorized.
Date: November 15, 2000
HYPERCOM CORPORATION
(Registrant)
By: /s/ Jonathon E. Killmer
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Jonathon E. Killmer
Executive Vice President, Chief Financial
Officer and Chief Administrative Officer
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