AM COMMUNICATIONS INC
NT 10-K, 1999-07-01
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM l2b-25

                           NOTIFICATION OF LATE FILING
                              SEC File No.: 0-9856
                              CUSIP No.: 001674-100


(Check            One) [x] Form l0-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
                  [ ] Form 10Q and Form QSB [ ] Form N-SAR

                         For Period Ended: April 2, 1999

               [ ] 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 Form N-SAR
               For  the  Transition   Period  Ended:
                                                     ---------------------------


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  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.


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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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Part I - Registrant Information

AM COMMUNICATIONS, INC.
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Full Name of Registrant

N/A
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Former Name if Applicable



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100 Commerce Drive
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Address of Principal Executive Office (Street and Number)

Quakertown, Pennsylvania  18951
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City, State and Zip Code

PART II - RULES l2b-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 l2b-25(b), the following should
be completed. (Check box if appropriate)

[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, 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
                  l2(b) - 25(c) has been attached if applicable.

Part III - NARRATIVE

State below in reasonable detail the reasons why the Form l0-K and Form 10-KSB,
20-F, ll-K, Form l0-Q and Form 10-QSB or N-SAR, or the transition report or
portion thereof could not be filed within prescribed time period. (Attach Extra
Sheets if Needed)

                  The Registrant is in the process of finalizing a working
                  capital funding plan, the implementation of which may impact
                  certain portions of its Report on Form 10-KSB. The Registrant
                  will file the Report promptly upon the finalization of this
                  plan, and in any event within the grace period provided for
                  under Rule 12b-25.

PART IV - OTHER INFORMATION

(l)      Name and telephone number of person to contact in regard to this
         notification.

         Keith D. Schneck            (215)                 538-8700
         ----------------         -----------          ------------------
              (Name)              (Area Code)          (Telephone Number)


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(2)      Have all other periodic reports required under section l3 or l5(d) of
         the Securities Exchange Act of l934 or Section 30 of the Investment
         Company Act of l940 during the preceding l2 months (or for such shorter
         period that the registrant was required to file such reports) 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? [ ] Yes [x] 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.






                         ------------------------------



                             AM COMMUNICATIONS, INC.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:  July 1, l999           By:   /s/ Keith D. Schneck
                                    -----------------------------------------
                                    Keith D. Schneck, Chief Executive 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.










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