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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-26764
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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: 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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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
Telechips Corporation
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Full Name of Registrant
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Former Name if Applicable
6880 South McCarran Blvd.
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Address of Principal Executive Office (Street and Number)
Reno, Nevaca 89509
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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
[ ] (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>
Nelson B. Caldwell 702 824-5555
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(Name) (Area Code) (Telephone Number)
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(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?
[ ] Yes [X] 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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Telechips 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 March 31, 1997 By /s/ Nelson B. Caldwell
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Nelson B. Caldwell
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.
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:
The Registrant was unable to file its Annual Report for the Fiscal Year
Ended December 31, 1996 on Form 10-KSB (the "Form 10-KSB") without unreasonable
effort or expense due to the following reasons:
1. The Registrant has recently gone through a significant
management change since January 1, 1997 with its President, Chief Executive
Officer and Chairman of the Board of Directors resigning and the resignation of
two directors. This change in management has placed a significant burden on the
remaining management and the Board of Directors to focus on the Registrant's
business strategy and other issues, including conducting a search for new
qualified persons to fill these positions.
2. The change in management has resulted in a recent major shift
in product direction and a significant reallocation of resources and business
strategy. This shift in product direction has had a significant effect on the
business discussion in the Form 10-KSB and the registrant has not had sufficient
time to adequately describe all of its ramifications. In addition, the shift in
product direction has created significant auditing issues relating to inventory
and tooling, further straining management's time and accounting resources.
3. During February and March 1997, the Registrant conducted a proxy
solicitation to effect a 1-for-15 reverse split of the Registrant's outstanding
Common Stock (the "Reverse Split"). The Reverse Split resulted in the financial
statements being redrafted to take into account the Reverse Split.
4. The Registrant is conducting an initial closing of a private
placement of shares of Series B 4% Convertible Preferred Stock, face value
$1,000 per share in (the "Private Placement"), creating additional and intense
time constraints. Further, the Registrant considers the Private Placement a
material event that should be described in the Form 10-KSB.
Due to the change in management, change in product direction, the
Reverse Split and the significant financing being conducted by the Registrant,
it was not possible, without unreasonable effort and expense, to timely file the
10-KSB.