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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER: 3235-0058
Washington, D.C. 20549 Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response....2.50
SEC File Number
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CUSIP Number
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NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q SB [ ] Form N-SAR
For Period Ended: December 31, 1996
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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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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:
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PART I -- REGISTRANT INFORMATION
DYNAMOTION/ATI CORP.
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Full Name of Registrant
N/A
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Former Name if Applicable
1639 E. EDINGER AVE.
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Address of Principal Executive Office (Street and Number)
SANTA ANA, CA. 92705
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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 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-F, Form
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 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.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11/91)
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PART III--NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR
or the transition report portion thereof could not be filed within the
prescribed time period.
The Company is currently in the process of revising the presentation of
its financial statements and related notes to the financial statements in
response to comments recently received related to the filing of the Company's
Proxy Statement/Prospectus.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
<TABLE>
<S> <C> <C>
Cindy Mason (714) 541-4818
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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 or portion thereof?
[X] Yes [ ] No
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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.
PART IV (3)
For the fourth quarter, revenues decreased to $3,935,000 from
$6,609,000 in the corresponding period in 1995. The net loss from continuing
operations for the fourth quarter increased to $(2,582,000), or $(.93) per
share, as compared to a net loss from continuing operations of $(969,000),
or $(.48) per share, for the corresponding period in 1995.
For the year ended December 31, 1996, revenues decreased to $16,214,000
from $20,512,000 for the corresponding period in 1995. The net loss from
continuing operations for the year was $(4,765,000), or $(1.82) per share, as
compared to a net loss from continuing operations of $(7,158,000), or $(4.43)
per share, for 1995. Results include losses associated with the 1996 sales of
the Company's ATI router product line and PMC division.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in 000's except per share data)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31, December 31,
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1996 1995 1996 1995
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<S> <C> <C> <C> <C.
Total revenues from continuing operations $ 3,935 $ 6,609 $16,214 $20,512
Loss from continuing operations (2,582) (849) (4,765) (7,158)(1)
Loss from discontinued operations - (120) - (170)
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Net loss $(2,582) $ (969) $(4,765) $(7,328)
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NET LOSS PER COMMON SHARE
(PRIMARY AND FULLY DILUTED)
Loss from continuing operations(2) $ (.93) $ (.48) $ (1.82) $ (4.43)
Loss from discontinued operations - (.06) - (.10)
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Net loss $ (.93) $ (.54) $ (1.82) $ (4.53)
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Weighted average common shares
outstanding (primary and fully diluted) 2,842 2,031 2,731 1,728
======= ======= ======= =======
</TABLE>
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(1) Includes a write-off of Goodwill of $3,517
(2) Includes an accrual for preferred stock dividend
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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 3/31/97 By /s/ JON R. HOPPER
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Jon R. Hopper, C.E.O.
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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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.
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.
