<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
---------------------------
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-9503
---------------------------
---------------------------
(Check One): CUSIP NUMBER
253867 30 3
---------------------------
[ ] 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: September 30, 1996
------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
---------------------
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable.
- --------------------------------------------------------------------------------
PART I --- REGISTRANT INFORMATION
Digital Products Corporation
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
1498 N.W. 3rd Street
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Deerfield Beach, Florida 33442
- --------------------------------------------------------------------------------
City, State and Zip Code
<PAGE>
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)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(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 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 and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
The Company's most recent fiscal quarter ended September 30, 1996, and the
Company is required to file its Form 10-Q with respect to such fiscal quarter on
or before November 14, 1996. The Company has been unable to complete its
Form 10-Q for such fiscal quarter because of delays in completing the
preparation of its unaudited financial statements as of and for the quarter
ending on September 30, 1996, which comprise Part I of its Form 10-Q. Such
delays are primarily due to additional time required to complete the Company's
audit for the year ended March 31, 1996 and unaudited financial statements for
the quarter ended September 30, 1996. These delays could not be eliminated
without unreasonable effort and expense.
Since the Company cannot complete its financial statements for Part I, it also
cannot complete the narrative portions comprising Part II of its Form 10-Q.
PART IV---OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Jeffrey A. Stoops, Esq. (561) 650-0539
- --------------------------------------------------------------------------------
(Name) (Area Code)(Telephone Number)
<PAGE>
(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 [ ] Yes [X] No
such shorter period that the registrant was required
to file such report(s) been filed? If the answer is
no, identify report(s).
Form 10-K for the year ended March 31, 1996
Form 10-Q for the quarter ended June 30, 1996
(3) Is it anticipated that any significant change in
results of operations from the corresponding period [X] Yes [ ] No
for the last fiscal year will be reflected by the
earnings statements to be included in the subject
report or portion thereof?
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 had a net loss of $371,080 for the three months ended
September 30, 1995, and expects to report a significant net loss for the
corresponding three months ended September 30, 1996 of approximately
$160,000. This net loss was primarily attributable to a reduction in
sales.
<PAGE>
The registrant has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
DIGITAL PRODUCTS CORPORATION
Date: November 14, 1996 By: /s/Robert I. Chalnick
----------------- ------------------------------
Robert I. Chalnick,
Vice President
