SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 1-8101
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: June 28, l996
[ ] 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 Norm N-SAR
For the Transition Period Ended: N/A
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: N/A
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Part I. Registrant Information
Full name of registrant: DDL Electronics, Inc.
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Former name if applicable: N/A
Address of principal executive office (Street and number): 2151 Anchor Court
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City, State and Zip Code: Newbury Park, California 91320
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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 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, Form 11-K or 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 Form 10-K, 20-F, 11-K, 10-Q
or N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The registrant depends upon its Chief Financial Officer, Richard K. Vitelle,
to plan and prepare its periodic reports to the Commission. He has no
professional staff support in this regard. Furthermore, Mr. Vitelle has
other considerable managerial duties since he is one of only two executive
officers servicing the registrant. Publication of the registrant's Annual
Report on Form 10-K for its fiscal year ended June 28, 1996 ("fiscal 1996")
will be delayed due to competing demands on Mr. Vitelle's time and the lack
of staff assistance for the registrant's financial reporting function.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Richard K. Vitelle 805 376-9415
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(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or l5(d) of
the Securities Exchange Act of l934 or Section 30 of the Investment Company
Act of l940 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.
For fiscal 1996, revenues were $33,136,000, an increase of 60 percent over
pro forma revenues for the registrant's fiscal year ended June 30, 1995
("fiscal 1995") of $20,760,000. Pro forma results exclude A.J. Electronics
("A.J.") and Aeroscientific Corp. ("Aero"), which were sold during fiscal
1995. The increase results from the registrant's acquisition of SMTEK, Inc.
in January 1996 and from increased sales at DDL Electronics Ltd.
Net income for fiscal 1996 was $1,598,000, or 9 cents per share, compared
with a net loss of $323,000, or 2 cents per share, for fiscal 1995 (on a pro
forma basis excluding A.J. and Aero). Results for each year include an
extraordinary gain of approximately $2.4 million arising from negotiated
debt reductions.
Revenues for the fiscal 1996 fourth quarter were $10,414,000, compared with
$6,903,000 for the fourth quarter of last year. The increase results from
inclusion of SMTEK's operations in the registrant's consolidated results in
the latest quarter.
In the final quarter of fiscal 1996, DDL incurred a net loss of $1,089,000,
or 5 cents per share, compared with a net loss of $1,816,000, or 11 cents
per share, in last year's fourth quarter. The loss in the fiscal 1996
fourth quarter results primarily from goodwill amortization and interest
expense associated with the debt issued to finance the SMTEK acquisition.
For further details, see the registrant's Current Report on Form 8-K dated
September 24, 1996.
DDL Electronics, 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: September 26, l996 By: /s/ Richard K. Vitelle
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Richard K. Vitelle
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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
Violations (See 18 U.S.C. 1001).
