SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-11686
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form
10-Q [ ] Form N-SAR
For Period Ended:
[X] Transition Report on Form 10-K [ ] Transition Report on 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: December 31, 1996
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: N/A
Part I. Registrant Information
Full name of registrant: CYCOMM INTERNATIONAL INC.
Former name if applicable: N/A
1420 Springhill Rd., Suite 420
Address of principal executive office (Street and number)
City, State and Zip Code: McLean, VA 22102
<PAGE>
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 appropriate box.)
[ ](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 or 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.
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.)
See Attachment A
Part IV. Other Information
(1) Name and telephone number of person to contact in
regard to this notification:
Michael R. Skoff (703) 903-9548
(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
statement to be included in the subject report or
portion thereof?
[X] Yes [ ] No
<PAGE>
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 Attachment A
CYCOMM INTERNATIONAL 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 March 31, 1997 By /s/ Michael R. Skoff
Michael R. Skoff
Chief Financial Officer
<PAGE>
ATTACHMENT A
The Registrant has recently completed an acquisition and
changed its fiscal year end from May 31 to December 31. As a
result of the complex nature of the acquisition and various
administrative and corporate changes, the Registrant will be
unable to timely file its transition report on Form 10-KSB for
the period ended December 31, 1996 until on or before the
fifteenth calendar day following the prescribed due date.
Additionally, the acquisitions of XL Computing Corporation
on March 15, 1996 and XL Computing Canada Inc. on June 21, 1996
will result in a significant change in the results of operations
from the corresponding period of the last fiscal year. The
change will result in significantly higher sales revenues, cost
of sales and general and administrative costs for the
consolidated results of operations.
DC1DOCS1.49640
