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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-27764
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CUSIP NUMBER
984151-10-0
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(Check One)
[ X ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
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: ___________________
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
Xylan Corporation
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Full Name of Registrant
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Former Name if Applicable
26801 West Agoura Road
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Address of Principal Executive Office (Street and Number)
Calabasas, CA 91301
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City, State and Zip Code
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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)
[ 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 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 the 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. (Attach Extra Sheets
if Needed)
Registrant and Alcatel, a French corporation ("Alcatel"), and Zeus Acquisition
Corp., a California corporation and a wholly owned subsidiary of Alcatel
("Sub"), entered into an Agreement and Plan of Merger, dated as of March 1,
1999 (the "Merger Agreement"), pursuant to which and subject to the conditions
thereof, Registrant would become a wholly owned subsidiary of Alcatel through
the merger of Sub with and into Registrant. During the past approximately 6
weeks, a significant amount of Registrant's management time has been spent in
connection with the proposed transactions. Consequently, certain Items in the
Form 10-K could not be prepared and filed on a timely basis without
unreasonable effort.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stephen Sokol (818) 878-4474
(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
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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 or portion thereof? Yes X No
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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.
Xylan 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
thereunto duly authorized.
Date: March 30, 1999 By /s/ Dale J. Bartos
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Dale J. Bartos
Vice President and
Chief Financial Officer
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