ROSS TECHNOLOGY INC
NT 10-K, 1998-06-29
SEMICONDUCTORS & RELATED DEVICES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 12b-25

NOTIFICATION OF LATE FILING                           SEC FILE NUMBER 0-27016

(Check One):

[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period  Ended:  December  31,  1997 [ ]  Transition  Report on Form 10-K [ ]
Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition
Report on From 10-Q [ ] Transition Report on Form N-SAR
For the Transition Period Ended:................................................
- --------------------------------------------------------------------------------
Read Instruction (on back page) Before Preparing Form.

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

ROSS TECHNOLOGY, INC.

Former Name if Applicable
 ................................................................................
Address of Principal Executive Office (Street and Number)

5316 Highway 290 West
City, State and Zip Code
Austin, Texas 78735-8930
<PAGE>

PART II - Rule  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 appropriate box.)

 |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, Form 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.



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PART III --     NARRATIVE
- --------------------------------------------------------------------------------

State below in reasonable  detail why the Form 10-K, 11-K, 20-F, 10-Q, N-SAR, or
the  transition  report  or  portion  thereof,  could  not be filed  within  the
prescribed time period. (Attach Extra Sheets if Needed)

On June 1,  1998,  the  Company  announced  that it would  commence  an  orderly
shutdown of its operations, while continuing its efforts to facilitate a sale of
the remaining smaller business. The Company has contracted with a third party to
perform an independent  valuation of certain assets of the Company.  The Company
has just  recently  received  the  valuation  report  and is in the  process  of
reviewing the report and recording the necessary  adjustments for the fair value
of the Company's  assets.  As a result,  the Company has been unable to complete
the Company's  financial  statements and exhibits by June 29, 1998, which is the
required filing date for the Company's Annual Report on Form 10-K.

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PART IV - OTHER INFORMATION
- --------------------------------------------------------------------------------

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification
           
      Francis S. (Kit) Webster III                 (512)     436-2000
      --------------------------------------------------------------------------
              (Name)                           (Area Code)  (Telephone)

(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?
                                                                | | Yes | | No



<PAGE>

                                                                 

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 effect on  earnings  has not yet been  determined  since the  financial
     statements have not been completed, as discussed in Part III.

                             ROSS TECHNOLOGY, INC.

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date June 29, 1998                           By /s/ Francis S. (Kit) Webster III
                                               ---------------------------------
                                                   Chief Financial Officer



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