<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-8402
CUSIP NUMBER: 463664102
(Check One):
[_] Form 10-K [_] Form 11-K [_] Form 20-F [X] Form 10-Q [_] Form N-SAR
For Period Ended: January 2, 2000
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
______________________________________________________________________________
Full Name of Registrant
IRVINE SENSORS CORPORATION
______________________________________________________________________________
Former Name if Applicable
______________________________________________________________________________
Address of Principal Executive Office (Street and Number)
3001 Redhill Avenue, Building 3
_______________________________________________________________________________
City, State and Zip Code
Costa Mesa, CA 92626
______________________________________________________________________________
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
<PAGE>
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Not Applicable
- --------------------------------------------------------------------------------
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11K, 20-F, 1000-
Q or N-SAR or portion thereof could not be filed within the prescribed time
period. (Attach Extra Sheets if Needed)
During and subsequent to the quarterly period ended January 2, 2000, the
Registrant and one of its consolidated subsidiaries engaged in capital raising
transactions that placed a strain on management and accounting resources. In
addition, the Registrant's Controller experienced a family medical emergency
that caused a disruption in the preparation of material for SAS 71 review by
auditors. The combination of these factors has caused the Registrant to be
unable to complete its quarterly report for the first quarter of fiscal 2000
within the prescribed time period.
______________________________________________________________________________
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
- --------------------------------------------------------------------------------
(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?
[X] Yes [_] No
2
<PAGE>
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.
Consolidated revenues for the quarterly period ended January 2, 2000 were
approximately 20% higher than the approximate $2.7 million of the quarterly
period ended December 27, 1998, reflecting increased product sales by the
Registrant's consolidated subsidiary, Novalog, Inc. Consolidated net less for
the quarterly period ended January 2, 2000 was approximately 85% greater than
the approximate $1.4 million net loss of the comparable period last year,
reflecting increased expenses of the Registrant's consolidated subsidiaries as
well as increased corporate expenses to support the subsidiaries' development.
3
<PAGE>
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: February 16, 2000. By: /s/ John J. Stuart, Jr.
-------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
4