UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): [X]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]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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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
fonix corporation
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(Full Name of Registrant)
N/A
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(Former Name if Applicable)
1225 Eagle Gate Tower, 60 East South Temple
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(Address of Principal Executive Office (Street and Number))
Salt Lake City, Utah 84111
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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)
<PAGE>
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(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,
[X] 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 Forms 10-KSB, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
Effective March 24, 1997, the registrant dismissed its former independent
auditors and engaged Deloitte & Touche LLP as its independent auditors for the
fiscal year ended December 31, 1997 and to report on the registrant's
financial statements for the fiscal year ended December 31, 1996. In
connection with furnishing the report on the registrant's fiscal 1996
financial statements, on March 28, 1997, Deloitte & Touche recommended that
the Company restate its financial results for the fiscal year ended December
31, 1995 and for quarterly periods ending September 30, 1995, March 31, 1996,
June 30, 1996 and September 30, 1996, prior to filing its annual report on
Form 10-KSB for the fiscal year ended December 31, 1996.
The reason for such restatement is as follows: During the fiscal year ended
December 31, 1995, the registrant issued 3,700,000 shares of common stock upon
exercise of stock warrants by an affiliated corporation indirectly owned by
three individuals who each are executive officers, directors and greater than
10% beneficial owners of the registrant. The exercise price was paid by
cancellation of debt which the registrant previously had accrued for
management fees rendered by the corporation. In retrospect, and on the advice
of its current independent auditors (and with the concurrence of its former
auditors), the registrant's management believes that the provisions of ABP
Opinion No. 25, which applies to stock issued to employees for services,
should be extended to cover the subject transaction. Accordingly, the Company
will record an additional compensation expense of $2,282,900 and adjust
additional paid in capital on the registrant's financial statements for the
fiscal year ended December 31, 1995. The registrant's management believes
these adjustments are necessary to be consistent with current attitudes and
policies in effect in subsequent years. These adjustments have no effect on
total stockholder's equity but do result in an increase to net loss in each of
fiscal 1994 and 1995.
The restatement of the financial information as described will delay the
filing of the registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996 beyond March 31, 1997.
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Roger D. Dudley 801 328-0161
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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
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
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 narrative discussion at Part III of this report, above. Additionally, the
registrant's management expects a net loss for the year ended December 31,
1996 of approximately $7,800,000.
fonix 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
hereunto duly authorized.
Date 3/31/97 By /s/ Roger D. Dudley
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____________________________________ATTENTION__________________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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