UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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: December 31, 1995
[ ] 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
Astrosystems, Inc.
_____________________________________________________________________
Full Name of Registrant
_____________________________________________________________________
Former Name if Applicable
6 Nevada Drive
_____________________________________________________________________
Address of Principal Executive Office (Street and Number)
Lake Success, New York 11042
_____________________________________________________________________
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)
[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, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteeneth
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.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
On February 2, 1996, the Registrant's stockholders approved
a Plan of Complete Liquidation and Dissolution. On February 6 and
February 7, 1996, pursuant to two separate transactions, the
Registrant sold substantially all of its operating assets. Due to
the need to give effect to the foregoing events, the Registrant is
unable to complete and file the Form 10-QSB on or before February
14, 1996.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gilbert H. Steinberg 516 328-1600
_______________________________ ___________ __________________
(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 signficant 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
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.
See rider attached
________________________________________________________________
Astrosystems, Inc.
___________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date February 14, 1996 By /s/Gilbert H. Steinberg
__________________________ ________________________
Gilbert H. Steinberg,
Vice President
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.
<PAGE>
RIDER TO FORM 12b-25
___________________________________
ASTROSYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(PRELIMINARY)
Six Months Ended Three Months Ended
December 31, December 31,
1995 1994 1995 1994
____ ____ ____ ____
(In Thousands)
(Except Earnings per Common Share)
Sales $3,617 $5,225 $1,857 $3,062
______ ______ ______ ______
Cost of sales 3,116 3,888 1,708 2,158
Selling, general and
administrative expenses 1,820 2,092 823 982
______ ______ ______ ______
4,936 5,960 2,531 3,140
______ ______ ______ ______
(Loss) from operations (1,319) (755) (674) (120)
Investment and other
income (net) 1,045 692 517 428
______ ______ ______ ______
Earnings (loss) before
taxes on income (274) (63) (157) 308
Income taxes (benefit) (110) (25) (63) 123
______ ______ ______ ______
Net earnings (loss) $ (164) $ (38) $ (94) $ 185
====== ====== ====== ======
Primary earnings(loss)
per common share $ (.03) $ (.01) $ (.02) $ .03
Weighted average out-
standing shares 4,586 5,282 4,589 5,286
<PAGE>
PRELIMINARY MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
Comparison of six months ended December 31, 1995 vs six months
ended December 31, 1994
Sales decreased from $5,225,000 for the six months ended
December 31, 1994 to $3,617,000 for the six months ended December 31,
1995. The decrease was due to reduced sales for the military
division, and in particular, the phaseout of a major production
contract for power supplies used on the Navy's advanced capability
ADCAP torpedo.
Cost of Sales as a percentage of revenue for the six months
ended December 31, 1995 was 86% of revenue versus 74% for the prior
equivalent period. Included in Cost of Sales are fixed expenses such
as rent; in addition, the Company's Government contracts and
subcontracts require certain fixed expenses such as quality assurance
personnel, which cannot be reduced in proportion to revenue. The
Company, under its liquidation plan (see "Plan of Complete Liquidation
and Dissolution" below), has sold all of its operating assets as of
February 7, 1996.
Selling, General and Administrative expenses for the period
ended December 31, 1995 decreased from the prior period primarily due
to a charge included in the prior period for a non-cash item of
$175,000 for the extension of employee stock options as well as a
decrease in selling expenses for the current period.
Investment income for the six months ended December 31, 1995
increased due to an increase in funds available for investment as well
as a higher percentage of funds being invested in higher yielding U.S.
Treasury obligations.
Comparison of three months ended December 31, 1995 vs three months
ended December 31, 1994
The decrease in sales for the three months comparison as well
as the increase in Cost of Sales was due to the same reasons described
above.
Selling, General and Administrative expenses of the period
ending December 31, 1995 decreased from the prior period primarily due
to the same reasons described above.
Investment income for the three months ended December 31, 1995
increased primarily due to the same reasons described above.
