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UNITED STATEMENTS
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 1-8402
CUSIP NUMBER: __________
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ]Form N-SAR
For Period Ended: September 28, 1997
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
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Full Name of Registrant
IRVINE SENSORS CORPORATION0
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
3001 Redhill Avenue, Building III
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City, State and Zip Code
Costa Mesa, California 92626
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PART II - RULES 12b-25(b) AND (c)
(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 or semi-annual report/portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report/portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and
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(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Not Applicable
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11K, 20-F, 10-Q
or N-SAR or portion thereof could not be filed within the prescribed time
period. (Attach Extra Sheets if Needed)
See Rider Attached
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PART IV - OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification
John J. Stuart, Jr. (714) 549-8211
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(Name) (Area Code) (Telephone Number)
(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 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?
[ ] 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.
IRVINE SENSORS CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 26, 1997. By: /s/ John J. Stuart, Jr.
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Chief Financial Officer
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IRVINE SENSORS CORPORATION
RIDER TO FORM 12b-25
Date : December 26, 1997
Response to Part III
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The preparation of the financial statements of Irvine Sensors Corporation
(the "Registrant") will not be completed by December 29, 1997, the last day for
a timely filing of its Annual Report on Form 10-K for the fiscal year ended
September 28, 1997, pursuant to Rule 0-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
The Company originally accounted for its convertible debentures in
accordance with APB14, Accounting for Convertible Debt Issued with Stock
Purchase Warrants." In March 1997, the Securities and Exchange Commission
("SEC") staff indicated that convertible debt instruments which are convertible
at a discount from market should be accounted for by treating the maximum
discount as interest expense with an offset to paid-in capital. In November 1997
the Company was advised that past issuers of such securities have commenced
restating prior financial statements to comport with the SEC view. In
conformance with this view the Company is in process of restating its Annual
Report on Form 10-K for the fiscal years 1995 and 1996 and its Quarterly Reports
on Form 10-Q for the quarters ended December 31, 1995, March 31, 1996, June 30,
1996, December 29, 1996, March 30, 1997 and June 29, 1997.
The Company has calculated non-cash interest expense of $1,101,700 in the
fourth quarter of fiscal 1995 and $4,396,700 in the second quarter of fiscal
1996, with like amounts added to paid-in capital. Because of the offsetting
nature of these entries, there is no effect on Shareholders' equity.
The Company is awaiting review of its amended reports by its accountants,
Price Waterhouse, LLP.
Question (3), Part IV Explanation
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