<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
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: March 31, 1997
--------------------------------------------
/ / 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
Golden Systems, Inc.
- -------------------------------------------------------------------------------
Full Name of Registrant
- -------------------------------------------------------------------------------
Former Name if Applicable
2125-C Madera Road
- -------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
Simi Valley, California 93065
- -------------------------------------------------------------------------------
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;
(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-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.
Please see attached.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6-94)
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
J.L. Tandon (805) 582-4400
---------------------------------- ----------------- ----------------------
(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
---------------------------------------------------------------------------
(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.
- -------------------------------------------------------------------------------
Golden Systems, Inc.
---------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date June 30, 1997 By /s/J.L. TANDON
--------------------------------------- ----------------------------
Name: J.L. Tandon
Title: Chief Executive
Officer
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__________________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
_______________________________________________________________________________
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 O-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 (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
<PAGE>
PART III - NARRATIVE
The Company's inability to file its annual report on Form 10-K for the
period ended March 31, 1997 on a timely basis is primarily due to a delay in
completing the audit of the Company's financial statements for the fiscal
year ended March 31, 1997. Such delay stems from the difficulties the
Company has encountered in developing a plan of restructuring its debt with
certain banks in India, which have lent substantial sums to the Company's
wholly-owned subsidiary, Utra Tek Devices, Ltd. In addition, the most
important member of the Company's financial staff recently underwent
emergency surgery which has severely interfered with the financial staff's
ability to complete the Form 10-K.
PART IV - OTHER INFORMATION
(3) It is anticipated that a significant change in the results of
operations from the corresponding period in the last fiscal year
will be reflected in the earnings statement to be included in the
Form 10-K for the Company's fiscal year ended March 31, 1997.
Preliminary unaudited results of operations indicate an expected
net loss of between 12% and 15% higher than the net loss of
$4,890,000 which was reported for the fiscal year ended
March 31, 1996. The primary reason for this expected increase in net
loss is the major decline in net sales of between approximately
85% and 90%. As previously reported, this decline is due principally
to the continuing adverse effects of the product returns in the third
quarter of the fiscal year ended March 31, 1995 by the Company's
then major customer. Although the Company was successful in
increasing its sales volume with its newly-established primary
customer, IBM, through December 1995, it has not been successful
in building it sales volumes with other existing customers or in
establishing new customers. In addition, the Company was notified
by IBM in the second half of the fiscal year ended March 31, 1996
that IBM was reducing its number of vendors for power supplies to
companies which were larger and best financially prepared to support
IBM's activities and that the Company no longer met IBM'S long-term
profile (i.e., the Company no longer met IBM'S requirements for
business size and financial stability). Consequently, the Company
and IBM agreed to a winddown of business between the two companies,
and IBM is no longer a major customer. Aggregate operating expenses
for fiscal year 1997 are expected to be essentially the same as the
prior fiscal year.