PRI AUTOMATION INC
NTN 10K, 1998-01-29
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 12b-25
                          Notification Of Late Filing
                                      of
             Form 10-K/A for Fiscal Year Ended September 30, 1997

                          Commission File No. 0-24934
               ------------------------------------------------
                                        
          Nothing in this form shall be construed to imply that the Commission
          has verified any information contained herein.
          --------------------------------------------------------------------

Part I.   Registrant Information.
          ---------------------- 

                             PRI Automation, Inc.
                             --------------------
                           (Full Name of Registrant)

                            805 Middlesex Turnpike
                            ----------------------
                    (Address of Principal Executive Office)

                           Billerica, MA 08121-3986
                           ------------------------
                          (City, State and Zip Code)

Part II.  Rules 12b-25(b) and (c).
          ----------------------- 

     The registrant hereby seeks relief under Rule 12b-25(b) and in support
thereof states that:

     (a)  The reasons for the late filing of the subject report that are
          described in Part III of this form could not be eliminated without
          unreasonable effort or expense; and

     (b)  The subject Amendment to Annual Report on Form 10-K/A will be filed on
          or before the fifteenth calendar day following the prescribed due
          date.

Part III. Narrative.
          --------- 

          On December 29, 1997, the Registrant filed its Annual Report on Form
          10-K for the fiscal year ended September 30, 1997 (the "Form 10-K").
          The Annual Report incorporated by reference, into items 10, 11 and 12
          thereof, portions of the Registrant's definitive proxy statement for
          its 1998 annual meeting of stockholders.

          On January 16, 1998, a special meeting of stockholders
          of the Registrant was held to approve the acquisition by the
          Registrant of Equipe Technologies, Inc. ("Equipe") and two related
          companies, and the issuance
<PAGE>
 
          in connection therewith of an aggregate of 4,364,020 shares of the
          Registrant's common stock, representing in excess of 20% of the
          Registrant's common stock (the "Acquisition"). The Acquisition was
          consummated on January 21, 1998. As a result of the demands placed on
          the Company's management and its accounting and finance staff due to
          this major transaction, the Registrant has been unable, without undue
          reasonable effort and expense, to complete preparation of the proxy
          statement for the 1998 annual meeting of stockholders, and the 1998
          annual meeting has been postponed. The Registrant will compile the
          information necessary to amend its Form 10-K to include the
          disclosures required by items 10, 11 and 12, and will file an
          amendment on Form 10-K/A containing such information, within 15
          calendar days from January 28, 1998.

Part IV.  Other Information.
          ----------------- 

     (1)  Name and telephone number of person to contact in regard to this
          notification:

          Stephen D. Allison    (978) 670-4270
          (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 during the preceding 12 months
          been filed?
 
          (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?

          ( ) Yes (see explanation below)  (X) No

                               *       *       *

     PRI Automation,Inc. has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.


Dated: January 29, 1998             By /s/ Stephen D. Allison
                                       -----------------------
                                       Stephen D. Allison
                                       Chief Financial Officer

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