ZYCAD CORP
NT 10-K, 1997-03-31
ELECTRONIC COMPUTERS
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                                                  SEC FILE NUMBER

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                              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:   12-31-96
        / / 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: ___________________________

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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:

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PART I - REGISTRATION INFORMATION
- -----------------------------------------------------------------------------
Full Name of Registrant

                            ZYCAD CORPORATION
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Former Name if Applicable

                            47100 BAYSIDE PARKWAY
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Address of Principal Executive Officer (STREET AND ADDRESS)

                            FREMONT, CA 94538-9942
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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;
         (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, 
/ X /        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. (ATTACH EXTRA SHEETS IF NEEDED)

                          (see attached)


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PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this 
     notification

         Stephen A. Flory                  510               623-4482
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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 reports) 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.


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                               ZYCAD CORPORATION
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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     March 31, 1997                  By   /s/ Stephen Flory
     ----------------------------           ------------------------------
                                            Stephen Flory, Vice President
                                            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.

<PAGE>

The SEC staff announcement published March 28, 1997 through the EITF minutes 
proscribing the accounting for beneficial conversion features of convertible 
debt securities will require the Company to modify its accounting for the 
Company's convertible debt transactions recorded in its financial statements 
for the year ended December 31, 1996 and change the related disclosures and 
discussions in its 1996 Annual Report on Form 10-K.



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