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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-15810
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(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: JANUARY 31, 1997
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[ ] 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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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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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
OSICOM TECHNOLOGIES, INC.
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Full Name of Registrant
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Former Name if Applicable
2800 28th Street, Suite 100
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Address of Principal Executive Office (Street and Number)
Santa Monica, California 90405
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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 Rules 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, 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
[X] (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 the Form 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. (ATTACH EXTRA SHEETS IF NEEDED)
See Exhibit 1
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
<TABLE>
<S> <C> <C>
CHRISTOPHER E. SUE (310) 828-7496
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(Name) (Area Code) (Telephone Number)
</TABLE>
(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
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(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 of 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.
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OSICOM TECHNOLOGIES, INC.
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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 May 1, 1997 By /s/ CHRISTOPHER E. SUE
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Christopher E. Sue
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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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(Attach Extra Sheets If Needed)
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EXHIBIT 1
EXPLANATION FOR RELIEF PURSUANT TO RULES 12b-25(b)
Due to the acquisitions during the most recent fiscal year and the
required restatement of the prior year's earnings statements, the Registrant
cannot complete the audits for the years ended January 31, 1996 and 1997 and
file Form 10-KSB within the prescribed time period. The Registrant expects that
Form 10-KSB will be filed on or before the fifteenth calendar day following the
prescribed due date.
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EXHIBIT 2
EXPLANATION FOR PART IV -- OTHER INFORMATION, ITEM (2)
Earnings for the year ended January 31, 1997 reflect a net loss of
$15,609,000 or $(1.97) per common share. Earnings for the year ended January
31, 1996 have been restated to reflect the use of pooling accounting for
acquisitions made by the Registrant during the year ended January 31, 1997. The
restated earnings for the year ended January 31, 1996 reflect a net loss of
$1,317,000 or $(0.36) per share as compared to previously reported net income of
$703,000 or $0.21 per common share.
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[BDO SEIDMAN, LLP LETTERHEAD]
May 1, 1997
Securities and Exchange Commission
Washington, D.C. 20549
We confirm the representations made by Osicom Technologies, Inc. in Part III
of the accompanying Form 12b-25 for the year ended January 31, 1997, insofar
as they relate to accounting and auditing matters.
/S/ BDO Seidman, LLP
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BDO Seidman, LLP
