SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Notification of Late Filing
Commission File Number 0-11685
(Check one):
(x) Form 10-K ( ) Form 11-K ( ) Form 20-F ( ) Form 10-Q ( ) Form N-SAR
For period ended: December 31, 1998
( ) 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
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
Radyne ComStream Inc.
Full name of registrant
Former name if applicable
Radyne Corp.
Address of principal executive office (Street and Number)
3138 East Elwood Street
Phoenix, Arizona 85034
City, State and Zip Code
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 box if appropriate.)
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(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
[X] Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 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 Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period.
The Registrant closed a major business acquisition late in the reporting
period. Its relatively small finance department staff, which has been affected
by a change in independent auditors and personnel changes in the finance
function of the acquired company, requires additional time to finalize the
accounting for the acquisition and for the short period elapsing between the
acquisition closing and year end and to obtain the necessary consents of
independent auditors.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
John B. Wade, III (212) 415-9200
(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
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.
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As a result of the Registrant's October 15, 1998 acquisition of ComStream
Holdings, Inc., the Registrant expects to report an increase in net sales of
approximately $7,700,000, an increase in cost of sales of approximately
$7,800,000, an increase in operating expenses (including restructuring costs and
the write-off of purchased in-process research and development) of approximately
$11,500,000 and an increase in net loss of approximately $12,400,000.
RADYNE COMSTREAM INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 1999 By: /s/ Robert C. Fitting
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Chief Executive Officer and President
