STM WIRELESS INC
NT 10-K, 1998-03-31
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                                       SEC FILE NUMBER
                                                           0-19923
                                               -------------------------------
                                                        CUSIP NUMBER
                                                         784776 10 6
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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: DECEMBER 31, 1997 
        [ ] 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: __________________________________________

- -------------------------------------------------------------------------------
  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:


- -------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION

STM WIRELESS, INC.
- -------------------------------------------------------------------------------
Full Name of Registrant


- -------------------------------------------------------------------------------
Former Name if Applicable

1 Mauchly
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Irvine, California  92718
- -------------------------------------------------------------------------------
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;

      |X|          (b)   The subject annual report, semi-annual report,
                         transition report on Form 10-K, Form 20-K, 11-K, 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 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 Summary)
<PAGE>   2
PART IV - OTHER INFORMATION

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

                Joseph J. Wallace                    (714) 753-7864
         ---------------------------------  ---------------------------------
                     (Name)                   (Area Code + Telephone Number)

(2)      Have all other period 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 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:
                                                                 [ ] 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.

- -------------------------------------------------------------------------------

                               STM WIRELESS, INC.
- -------------------------------------------------------------------------------
                  (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 30, 1998                   By: /s/ Joseph J. Wallace
        -----------------------              -----------------------------
                                             Joseph J. Wallace, Chief Financial 
                                             Officer

INSTRUCTION: The firm 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.



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<PAGE>   3
FORM 12b-25

STM WIRELESS, INC.
   (SUPPLEMENT)

PART III - NARRATIVE SUMMARY

        The Annual Report on Form 10-K for the year ended December 31, 1997
could not be filed within the prescribed time period because the Company was
unable, without unreasonable effort or expense, to finalize its yearly financial
data.



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