UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-5486
Cusip Number 252790 10 0
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: March 31, 1997
[ ] 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: The Diana Corporation
Former name if applicable:
Address of principal executive office (Street and number): 26025 Mureau Road
City, State and Zip Code: Calabasas, California 91302
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)
[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, 11-K or Form N-SAR, or portion thereof, will be
filed on or before 15th 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 the Form 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.)
The Registrant's Annual Report on Form 10-K cannot be filed within the
prescribed time period due to a number of significant events effecting the
Registrant. As previously announced in the Registrant's most recent Form 10-
Q, the Registrant is experiencing a significant liquidity shortfall. The
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Registrant is attempting to arrange additional financing. The success or
failure of these efforts will impact upon the financial statements and
related discussion and analysis, as well as upon the Registrant's ability to
continue as a going concern, consequently, further review is required.
Additionally, the Registrant is the plaintiff in a lawsuit against a
major customer. A writ of attachment which was requested against the
customer has, as of June 25, 1997, been adjudged in favor of the Registrant.
The Registrant is also currently the defendant in several shareholder class
action lawsuits. These actions and their potential impact upon the financial
statements and related discussion and analysis also require review. The
Registrant has only limited staff and other resources to deal with these
difficult situations.
The Registrant is diligently attempting to resolve the various issues
facing it, to prepare the financial statements and to develop appropriate
disclosures which, when completed, will enable filing of the Form 10-K. It
is uncertain whether the filing can be made within the extension period
described in this form but every effort will be made to do so.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
James J. Fiedler 818 878-7711
(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 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?
[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.
The Registrant estimates that its results of operations for the 1997
fiscal year ended March 31, 1997 will be materially different as compared
with the results from the prior fiscal year. The Company previously
announced restructuring plans to divest its non-telecommunications switching
businesses and to reposition the Company in the telecom switching business
through its subsidiary Sattel Communications. As a result, the Company is
only reporting the results of its "core business" Sattel as continuing
operations.
As discussed in Part III of this form, the Registrant is not yet able to
finalize the financial statements. However, Sattel had no material revenues
prior to fiscal year 1997, therefore, the comparison of revenues from fiscal
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1996 to fiscal year 1997 will show substantial growth. The non-telecom
switching businesses have either been sold ("Atlanta Provision Company"), or
are being reviewed by management with respect to their disposition ("Valley
Communications" and "C&L Communications"). The Company is reporting the
results of these units as discontinued operations.
On November 20, 1996, the Company's Board of Directors approved a
restructuring plan to separate its central office voice and data switching
equipment business ("Sattel Communications") from its other operating
subsidiaries: Atlanta Provision Company, C&L Communications and Valley
Communications. The restructuring plan provided for a spin-off of the non-
Sattel businesses, through a special dividend to the Company's shareholders.
Consequently, the Company reported the results of operations of C&L, Valley
and APC separately as discontinued operations. Subsequently, the Company
received a purchase offer for a majority of the assets of APC. The sale
closed on February 3, 1997. As a result of the sale of APC's assets, the
Company's Board of Directors terminated the original restructuring plan for
a spin-off of the non-Sattel businesses. The Company has adopted, and the
Board of Directors has approved, a revised restructuring plan for the
disposition of C&L and Valley. The Company anticipates the disposition of
these businesses will be completed within one year.
The Diana Corporation
(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 30, 1997 By: /s/ James J. Fiedler
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 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 the public record in the
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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 or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T.
