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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
of
FORM 10-K
For Period Ended: October 31, 1997
V BAND CORPORATION
(Name of Registrant)
565 Taxter Street, Elmsford, NY 10523
(Address of Principal Executive Office)
0-13284
(Commission File Number)
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Nothing in this form shall be construed to imply
that the Commission has verified any information
contained herein.
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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 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 on Form 10-K, 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
or transition report on Form 10-Q, or portion therof
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 thereof could not be filed within the
prescribed period. (Attach extra sheets if needed)
V Band Corporation (the "Company") experienced a substantial loss for
the fourth quarter of fiscal year 1997 and for the fiscal year ended October 31,
1997. As a result of these losses, the Company is not in compliance with the
financial covenants set forth in the Company's Credit Facility with National
Bank of Canada. The Company requested on January 20, 1998 that its breach of the
financial covenants be waived and that the financial covenants be amended in a
manner to permit the Company to satisfy them in the future. The National Bank of
Canada has not yet provided a response to the Company's request for a waiver and
amendment. The Bank's response to the Company's request could have a material
impact on the disclosures required in the Company's Form 10-K
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Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Mark Hahn (914) 789-5000
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(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 such
reports.
Yes [X] 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.
In fiscal 1996, the Company reported net income of $27,000. In fiscal 1997, the
Company will report a loss in excess of $6 million.
V Band Corporation
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January , 1998 By: /s/Mark Hahn
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Name: Mark Hahn
Title: 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
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