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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 0-14747
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] 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: ___________________________________________________
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: Xyvision, Inc.
___________________________________________________________
101 Edgewater Drive
______________________________________________________________________________
Address of principal executive office (Street and number)
City, State and Zip Code: Wakefield, Massachusetts 01880-1291
____________________________________________________________
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 appropriate box.)
[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, 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
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
In May of 1996, Xyvision, Inc. (the "Company") issued warrants to buy a
significant number of shares of the Company's common stock at an assumed fair
market value of $.10 per share. The Company's shares are thinly traded. To
insure that a proper valuation has been established in accounting for the
issuance of the warrants, the Company requested that an independent
evaluation be completed regarding the fair market value of the Company's
common stock at the time of issuance. As of the Company's 10-K filing
deadline of June 30, 1997, the evaluation was not sufficiently completed for
this purpose.
PART IV
OTHER INFORMATION
(1) Name and telephone number of the person to contact in regard to this
notification:
/s/ Eugene P. Seneta 617 245-4100 Ext. 5234
_______________________________________________________________________________
(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 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.
Xyvision, Inc.
_______________________________________________________________________________
(Name of Registrant as specificied in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date July 1, 1997
__________________________By /s/ Eugene P. Seneta
_________________________________________________
ATTENTION
Intentional mistatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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EXPLANATION OF PART IV - OTHER INFORMATION SECTION (3)
The Company expects to report a loss from operatons for fiscal year 1997
smaller than the loss which occurred in fiscal year 1996.
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July 1, 1997
Xyvision, Inc.
101 Edgewater Drive
Wakefield, MA 01880-1291
This letter is furnished in connection with your filing with the Securities and
Exchange Commission of Form 12b-25, "Notification of Late Filing," with respect
to your annual report on Form 10-K for the year ended March 31, 1997.
We have been unable to complete our report on the financial statements of
Xyvision
for the year ended March 31, 1997. To date, Xyvision has been unable to furnish
us with an independent valuation report with respect to certain warrants of the
Company that is satisfactory to us.
/s/ Coopers & Lybrand L.L.P.
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