UNIT INSTRUMENTS INC
NT 10-Q, 1999-01-13
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                                                               +--------------+
                                 UNITED STATES                 | OMB APPROVAL |
                      SECURITIES AND EXCHANGE COMMISSION       +--------------+
                            Washington, D.C. 20549             | OMB Number:  |
                                                               |  3235-0058   |
                                  FORM 12b-25                  |   Expires:   |
                                                               | May 31, 1997 |
                          NOTIFICATION OF LATE FILING          |   Estimated  |
                                                               |average burden|
(Check One): [ ] Form 10-K  [ ] Form 20-F   [ ] Form 11-K      |   hours per  |
             [X] Form 10-Q  [ ] Form N-SAR                     |response..2.50|
                                                               +--------------+
For Period Ended: November 28, 1998                            +--------------+
                                                               |   SEC FILE   |
                [ ] Transition Report on Form 10-K             |    NUMBER    |
                [ ] Transition Report on Form 20-F             |    0-10095   |
                [ ] Transition Report on Form 11-K             +--------------+
                [X] Transition Report on Form 10-Q             +--------------+
                [ ] Transition Report on Form N-SAR            | CUSIP NUMBER |
                                                               |              |
For the Transition Period Ended: ____________________________  +--------------+

- --------------------------------------------------------------------------------
  Read Instruction (on back page) 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

UNIT INSTRUMENTS, INC.
- --------------------------------------------------------------------------------
Full Name of Registrant


- --------------------------------------------------------------------------------
Former Name if Applicable 

22600 Savi Ranch Parkway
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Yorba Linda, California 92887
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City, State and Zip Code

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-K, 11-K or Form N-SAR, or portion thereof, will be
    |      filed on or before the fifteenth calendar day following the
[X] |      prescribed due date; or the subject quarterly report of 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 Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)

(See Attached Summary)
<PAGE>
 
PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this 
     notification:

             Gary N. Patten                           (714) 921-2640  
     --------------------------------------    --------------------------------
                 (Name)                         (Area Code + Telephone Number)

(2)  Have all other period 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 the answer is
     no, identify report(s).                                [X] Yes [ ] No
     ---------------------------------------------------------------------------
(3)  Is it anticipated that any significant changes 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.
================================================================================

                              UNIT INSTRUMENTS, INC.
          -----------------------------------------------------------
                 (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 12, 1999                 By /s/ Gary N. Patten
    ------------------------------       ---------------------------------------
                                         Gary N. Patten, 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).         |
+------------------------------------------------------------------------------+
                             GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General 
    Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments
    thereto must be completed and filed with the Securities and Exchange
    Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
    General Rules and Regulations under the Act. The information contained in or
    filed with the form will be made a matter of public record in the Commission
    Files.

3.  A manually signed copy of the form and amendments thereto shall be filed
    with each national securities exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the notifications must also be filed on Form 12b-25 but need 
    not restate information that has been correctly furnished.  The form shall 
    be clearly identified as an amended notification.
 
                                       2
<PAGE>
 
FORM 12b-25

UNIT INSTRUMENTS, INC.
       (Supplement)

PART III - NARRATIVE SUMMARY

     The Company's Quarterly Report on Form 10-Q for the quarter ended November
28, 1998 could not be filed within the prescribed time period because the
Company was unable, without unreasonable effort or expense, to prepare and file
the required information to be incorporated therein.


PART IV - OTHER INFORMATION

     The Company expects to report sales for its second fiscal quarter ending
November 28, 1998 of $6.1 million, as compared with $14.9 million in the prior
year period, and a net loss of $1.3 million as compared with net income of
$564,000 for the prior year period.

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