SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-14880
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K ] Form 20-F [ X ] Form 10-Q
[ ] Form N-SAR
For Period Ended: April 30, 1999
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[ ] Transition Report on Form 10-K [ ] Transition Report of 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:
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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: Microlog Corporation
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Former name if applicable:
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Address of principal executive office (Street and number): 20270 Goldenrod Lane
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City, state and zip code: Germantown, Maryland 20876
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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 box if appropriate.)
[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
[ ] (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
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. (Attach extra sheets if needed.)
The Form 10-Q could not be filed within the prescribed time period due to
the unexpected period of time it took the Registrant to complete the
preparation of its quarterly financial statements. Upon completion of
those financial statements on the afternoon of June 14, 1999, a loss of
power occurred during EDGAR transmission of the completed Form 10-Q. By
the time power was restored and the Form 10-Q was again set for EDGAR
transmission, the filing deadline had passed.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Steven R. Delmar (301) 428-9100
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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 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?
[ X ] Yes [ ] No
Following is an explanation of the anticipated change:
As announced by press release dated June 9, 1999, results for the
quarter ended April 30, 1999 indicate revenues for the quarter of $4.3 million
and a net loss of $2.2 million (($0.51) per basic and diluted share). The
Company had revenues of $7.7 million and a net loss of $749,000 (($0.17) per
basic and diluted share) in the same period last year. The principal reason for
the $2.2 million net loss for the quarter ended April 30, 1999 was the decrease
in revenues in the Registrant's voice processing unit experienced during the
quarter.
In addition, a total of $582,000 of the $2.2 million second quarter loss
is attributable to a restructuring of the Company's voice processing operations.
Included in this charge are the severance and benefit costs for the reduction of
approximately 25 employees, termination costs of a long-term lease obligation,
costs associated with the closing of the Company's manufacturing facility, and
severance costs for the Company's former CEO.
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Microlog 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
thereunto duly authorized.
MICROLOG CORPORATION
Date: June 15 , 1999 By: /s/ Steven R. Delmar
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Steven R. Delmar.
Executive 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 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.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
