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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-7642
CUSIP Number(s):
(Check one)
[X] Form 10-K [_] Transition Report on Form 10-K
[_] Form 20-F [_] Transition Report on Form 20-F
[_] Form 11-K [_] Transition Report on Form 11-K
[_] Form 10-Q [_] Transition Report on Form 10-Q
[_] Form N-SAR [_] Transition Report on Form N-SAR
For Period Ended: October 31, 1997 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
MEGADATA CORPORATION
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(Full Name of Registrant)
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(Former Name, if Applicable)
35 ORVILLE DRIVE
BOHEMIA, NY 11716
516-589-6800
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Principal Executive Office)
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 the 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, 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
thereon 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, 20-F, 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period.
[SEE ANNEX A ATTACHED HERETO.]
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Yitzhak N. Bachana 516-589-6800
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Name (Telephone Number
including Area Code)
(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 reports) been filed? If
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 ANNEX A ATTACHED HERETO.]
MEGADATA CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 30, 1998 By: /s/ Yitzhak N. Bachana
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Name: Yitzhak N. Bachana
Title: President
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.
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ANNEX A
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PART III - NARRATIVE
The Registrant has encountered a delay in preparing its Annual
Report on Form 10-K for the fiscal year ended October 31, 1997, because of word
processing problems that resulted in the deletion and/or corruption of the text
of the Annual Report. As a result, the Registrant is unable to complete and
timely file the Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1997, without unreasonable effort and expense.
PART IV - OTHER INFORMATION
(3) The Registrant anticipates that its consolidated statement of
operations will reflect a net loss from continuing operations of $54,500 for the
fiscal year ended October 31, 1997, as compared to a net loss from continuing
operations of $584,750 reported for the prior fiscal year. The change is
principally due to an increase in sales of PASSUR related products and services.
