<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 0-24015
NOTIFICATION OF LATE FILING
(Check One): /x/ Form 10-K / / Form 11-K / / Form 20-F
/ / Form 10-Q / / Form N-SAR
For Period Ended: OCTOBER 31, 1998
/ / 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:
---------------------------------------
READ ATTACHED INSTRUCTION SHEET 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.
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 DUNN COMPUTER CORPORATION
---------------------------------------------------------
Former name if applicable NOT APPLICABLE
-------------------------------------------------------
Address of principal executive office (STREET AND NUMBER)
1306 SQUIRE COURT
- --------------------------------------------------------------------------------
City, state and zip code STERLING, VIRGINIA 20166
--------------------------------------------------------
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(b), 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;
/x/ (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
<PAGE>
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. (Attach extra sheets if needed.)
The Issuer could not file its Form 10-K within the prescribed time period
because of accounting difficulties associated with a significant business that
it acquired during the most recently completed fiscal year. While preparing the
financial statements required to be included in its Form 10-K (the "Financial
Statements"), the Issuer encountered certain unexpected issues associated with
accounting for the acquisition of the acquired significant business and the
subsequent integration and consolidation of the acquired significant business.
The Issuer was required to use a significant portion of its available accounting
resources to address these issues and, as a result, was unable to provide its
independent auditors with the Financial Statements and other financial
information within sufficient time to allow its independent auditor to complete
its audit of the Financial Statements within the requisite 90 days after the end
of the Issuer's fiscal year.
-2-
<PAGE>
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
WALLACE E. CHRISTNER (202) 962-4988
- --------------------------------------------------------------------------------
(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.
DUNN COMPUTER 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 FEBRUARY 1, 1999 By: /s/ John D. Vazzana
---------------------- -----------------------------------------
John D. Vazzana
Chief Financial Officer
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.
-3-
<PAGE>
Securities and Exchange Commission
Form 12-25
Commission File No. 0-24015
Notification of Late Filing
Attachment for Part IV (3) Other Information
The Company anticipates that both the revenues and expenses to be reflected
on its year-end financial statements for its fiscal year ended October 31,
1998 ("fiscal 1998") will be significantly greater than such items were
reported for the fiscal year ended October 31, 1997. The increase in revenue
and expenses are directly related to the Company's acquisition of
International Data Products, Corp. ("IDP") and IDP's affiliate, Puerto Rico
Industrial Manufacturing Operations, Corp. ("PRIMO") in the second quarter of
fiscal 1998. The acquisition of IDP and PRIMO by the Company has tripled the
volume of the Company's business and, consequently, both revenues and
operating expenses were significantly increased. The Company estimates that
it will report net revenues for fiscal 1998 of approximately $66.9 million
and net income of approximately $900,000.
-4-