<PAGE> 1
OMB APPROVAL
------------
OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
hours per response.....2.50
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION SEC File Number
WASHINGTON, DC 20549 0-11532
FORM 12B-25
CUSIP Number
NOTIFICATION OF LATE FILING
(Check One) /x/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q
/ / Form N-SAR
For Period Ended: December 31, 1996
-------------------------------------------------------------
/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
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
Full name of registrant GTI CORPORATION
________________________________________________________
Former name if applicable_______________________________________________________
Address of principal executive office (street and number)
9715 Business Park Avenue
________________________________________________________________________
City, State and Zip Code San Diego, California 92131-1642
_______________________________________________________
PART II. RULE 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 where appropriate.)
/x/ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without reasonable effort or expense;
/x/ (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, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within
the prescribed time period.
The filing of the subject Form 10-K could not be accomplished by the filing
date without unreasonable effort or expense due to delays in the completion of
the Company's audit for the year ended December 31, 1996 and the preparation of
the textual portions of the subject Form 10-K, resulting from: (i) the
significant involvement of the Company's management in the pending sale of its
72% owned subsidiary, Promptus Communications, Inc., as announced by the Company
on March 25, 1997; and (ii) the significant turnover of the Company's
management, financial and accounting personnel, including its Chief Financial
Officer, during the past three months.
<PAGE> 2
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John J. Hentrich, Esq. (619) 236-1441
- --------------------------------------------------------------------------
(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
See the attached page for an explanation of the changes in the results of
operations.
GTI 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 March 31, 1997 By: /s/ Bruce C. Myers
------------------ -----------------------
Title: Vice President-Finance and
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 (SEC 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.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (sec 232.201 or sec 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(sec 232.13(b) of this chapter).
2
<PAGE> 3
CHANGE IN RESULTS OF OPERATIONS--1996 vs. 1995
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
RESULTS OF OPERATIONS: DEC. 31, 1996 DEC. 31, 1995
<S> <C> <C>
Income (loss) from continuing operations $ (7,651,000) $ 6,124,000
Loss from discontinued operations (2,998,000) (2,178,000)
Loss from disposal of discontinued operations (10,822,000) (2,000,000)
Net income (loss) $(21,471,000) $ 1,946,000
</TABLE>
The decrease in income (loss) from continuing operations from income of
$6,124,000 in 1995 to a (loss) of $7,651,000 in 1996 is primarily due to
decreased revenue levels, decreased gross margin and increased operating
expenses, off-set somewhat by income tax consequences. The increase in losses
from discontinued operations is primarily due to increased operating losses of
the Company's Promptus Communications, Inc. ("Promptus") 72% owned subsidiary
from the prior period. The increase in the loss from disposal of discontinued
operations is due to the loss on the pending divestiture of Promptus. Management
expects that the pending Promptus divestiture will close during the quarterly
period ending June 28, 1997.
