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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25 SEC FILE NUMBER
000-20124
CUSIP NUMBER
64120N100
NOTIFICATION OF LATE FILING
(CHECK ONE):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1999
[ ] 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:_____________________________________
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:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Network Computing Devices, Inc.
Former Name if Applicable:
Address of Principal Executive Office:
350 N. Bernardo Ave.
Mountain View, CA 94043
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)
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[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 or 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
Form 20-F, 11-K, 10-Q or Form N-SAR or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach extra
sheets if needed)
On March 30, 2000, Registrant completed a Loan and Security
Agreement with Foothill Capital under which Registrant will be entitled to
borrow up to $15 million. The negotiation of this agreement required a
significant commitment of time and effort on the part of Registrant's
management personnel and finance staff, particularly its Chief Financial
Officer, and the closing of the financing was delayed due to unforeseen
factors. These circumstances left Registrant with insufficient management
resources to complete its 1999 Form 10-K on a timely basis. Registrant
expects to file its Form 10-K shortly and in no event later than April 14,
2000.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Greg Wood, Chief Financial Officer (650) 919-6257
(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 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.
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NETWORK COMPUTING DEVICES, 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, 2000 By:
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Gregory S. Wood,
Chief Financial Officer
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EXPLANATION OF SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS FROM THE
CORRESPONDING PERIOD FOR THE LAST FISCAL YEAR THAT WILL BE REFLECTED BY THE
EARNINGS STATEMENTS TO BE INCLUDED IN THE 1999 10-K:
Registrant's net loss for the year ended December 31, 1999 was $16.3
million, compared to a net loss of $9.1 million in the prior year. The
primary reason for the increased net loss was a decrease in net non-operating
income from 1998 to 1999 and the provision for income taxes in 1999.
Net revenues increased from $105.6 million in 1998 to $109.0 million
in 1999, reflecting an increase in hardware-related revenues from $81.2
million to $98.5 million, offset by a decrease in software-related revenues
from $24.4 million to $10.5 million. The increase in hardware revenues
reflects increased shipments of Windows-based terminals and network
computers, offset by a decrease in shipments to IBM under an OEM agreement.
The decrease in software revenues reflects a transition to lower-margin
products.
Although Registrant's operating loss declined from 1998 to 1999,
this decline was offset by other factors. Interest income declined from $1.6
million to $564,000 as a result of decreased average cash balances in
interest-bearing accounts. In 1998, Registrant realized a one-time gain of
$2.1 million from the sale of its equity interest in Precept Software, Inc.
Finally, in 1999, Registrant recognized a valuation allowance against all of
its deferred tax assets because operating losses created uncertainty about
Registrant's ability to generate sufficient taxable income to utilize its
deferred tax assets. As a result of this valuation allowance, Registrant
recognized an income tax provision of $7.1 million in 1999, compared to an
income tax benefit of $658,000 in 1998.
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