<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER 0-22514
CUSIP NUMBER 71937W207
/X/ Form 10-K and Form 10-KSB / / Form 20-F / / Form 11-K / / Form 10-Q
and Form 10-QSB
For Period Ended December 31, 1998
/ / 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 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:
---------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I-REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant
Former Name if Applicable
PHOTONICS CORPORATION
dba
DTC Data Corporation
---------------------
Address of Principal Executive Office (Street and Number)
606 Charcot Avenue
------------------
City, State and Zip Code
San Jose, CA 95131
------------------
<PAGE>
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)
/XX/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/XX/ (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
/XX/ (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 and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
The Company's auditors have been unable to complete the fiscal 1998 audit as
they are waiting for third party confirmations of balances and/or certain
transactions. Registrant can not prepare the text of its Form 10-KSB absent
such Financial Statements.
PART IV-OTHER INFORMATION
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification:
Stephen M. Wurzburg (408) 280-2800
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other period 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.
THE LOSS FOR FISCAL 1998 IS EXPECTED TO INCREASE TO APPROXIMATELY TWO MILLION
DOLLARS, WHILE IN FISCAL 1997 THE LOSS WAS APPROXIMATELY ONE-HALF MILLION
DOLLARS. THE MAIN REASONS FOR THIS INCREASED LOSS WERE A DECREASE IN SALES FROM
$5.6 MILLION TO LESS THAN $4 MILLION AND LOWER GROSS MARGINS.
PHOTONICS CORPORATION, a California Corporation, has caused this notification to
be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 1, 1999 PHOTONICS CORPORATION, a California Corporation
By:
---------------------------
James T. Koo, President and
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 execution officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with this form.
- --------------------------------------------------------------------------------
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001)
- --------------------------------------------------------------------------------
<PAGE>
April 1, 1999
Photonics Corporation
606 Charcot Avenue
San Jose, CA 95131
Gentlemen,
We are writing this letter in connection with your request to the SEC for an
extension of time for the filing of Photonics Corporation's Form 10-K. We are
currently in the process of our annual audit, and we are currently awaiting
certain third-party confirmation letters.
BDO Seidman, LLP
