DUNN COMPUTER CORP /VA/
NT 10-K, 1999-02-01
ELECTRONIC COMPUTERS
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                       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 


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                      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-

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                                     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-

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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-



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