WEGENER CORP
NT 10-K, 1995-11-30
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                                             SEC FILE NUMBER
                                                                  0-11003
                                                       -------------------------
                                                               CUSIP NUMBER
                                                                948585 10 4
                                                       -------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           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: September 1, 1995
                          -----------------------
        [ ] Transition Report on Form 10-K
        [ ] Transition Report on Form 20-F
        [ ] Transition Report on Form 11-K
        [ ] Transition Report on Form 10-Q
        [ ] Transition Report on Form N-SAR
        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

                    WEGENER CORPORATION
- -------------------------------------------------------------------------------
Former Name if Applicable

                    N/A
- -------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)

                    11350 Technology Circle, Duluth, GA   30136
- -------------------------------------------------------------------------------
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;
/XX/         (b)  The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, 11-K, 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 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 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.  (ATTACHED EXTRA SHEETS IF NEEDED)
     The Company requires additional time to file its Form 10-K in order to
respond to comments received from the SEC on its fiscal 1994 10-K and subsequent
Form 10-Q's.
                                                 (ATTACH EXTRA SHEETS IF NEEDED)
<PAGE>

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notificaton
                     TROY WOODBURY            (770)              623-0096
    ------------------------------------    -------------   --------------------
          (Name)                              (Area Code)     (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
    Securites 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 answer is no,
    identify report(s).                        /XX/ 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?
                                                          /XX/ 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 Company will report net earnings of $384,870 or $.05 per share for fiscal
   1995 compared to a net loss of $(69,357) or $(.01) per share for fiscal 1994.

- -------------------------------------------------------------------------------

                               Wegener Corporation
           ---------------------------------------------------------------
                        (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hererunto duly authorized.


Date    November 30, 1995                  By   /s/ C. Troy Woodbury
    -------------------------------           ---------------------------------
                                              Treasurer 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 (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.


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