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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 001-11473
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NOTIFICATION OF LATE FILING
(CHECK ONE): / / Form 10-K / / Form 20-F / / Form 11-K
/ X / Form 10-Q / / Form N-SAR
For Period Ended:
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/ / 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 Transition Period Ended:
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Read attached instruction sheet 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:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant Stanford Telecommunications, Inc.
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Former Name if Applicable n/a
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Address of Principal Executive Office (street and number)
1221 Crossman Avenue
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City, state and zip code Sunnyvale, California 94089
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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;
|
/ 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 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 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 has entered into an Agreement and Plan of Merger dated as of
June 22, 1999 (the "Merger Agreement"), pursuant to which the registrant is to
be acquired by Newbridge Networks Corporation ("Newbridge"). The Merger
Agreement also contemplates the sales by the registrant of certain assets
relating to its government business (the "Government Business Sale") and
contract manufacturing business (the "Contract Manufacturing Business Sale").
The Merger Agreement and the Government Business Sale require the approval
of the registrant's stockholders. The special meeting of such stockholders
originally was scheduled for November 15, 1999. The Merger Agreement originally
contemplated that the stockholders of the registrant would receive common shares
of Newbridge in exchange for their shares of common stock of the registrant. As
a result of a decline in the trading price of the Newbridge common shares, the
registrant and Newbridge have re-negotiated the terms of the merger so that the
stockholders of the registrant will receive cash, instead of Newbridge common
shares, in exchange for their shares of common stock of the registrant.
Accordingly, the originally scheduled special meeting has been postponed and a
new proxy statement is being prepared.
On October 29, 1999, the registrant completed the Contract Manufacturing
Business Sale. The contract manufacturing business comprised a separate
operating segment for purposes of the registrant's financial disclosure. As a
result, the interim financial statements to be included in the registrant's Form
10-Q that is due on November 15, 1999 must be restated to reflect that the
contract manufacturing business has been discontinued.
The management, accounting, legal and other registrant resources that have
been required to (a) re-negotiate the Merger Agreement and prepare a new proxy
statement, and (b) restate the registrant's interim financial statements as a
result of the Contract Manufacturing Business Sale have rendered the registrant
unable to timely complete its Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 without unreasonable effort or expense.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contract in regard to this
notification
Jerome F. Klajbor 408 745-0818
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(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?
/ / Yes / X / 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.
Stanford Telecommunications, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 15, 1999 By: /s/ Jerome F. Klajbor
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Name: Jerome F. Klajbor
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Title: Vice President, Chief Financial Officer
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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).
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