TEL INSTRUMENT ELECTRONICS CORP
NT 10-K, 2000-06-30
ELECTRONIC COMPONENTS & ACCESSORIES
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                                                            SEC FILE NUMBER
                                                               33-18978
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                                                            CUSIP NUMBER
                                                              879165207
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 the Period Ended: March 31, 2000
                                  ---------------
           | | 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:

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PART I -- REGISTRANT INFORMATION

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Full Name of Registrant:
      Tel-Instrument Electronics Corp.

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Former name if applicable:

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Address of Principal Executive Office (Street and number):

      728 Garden Street, Carlstadt, New Jersey 07072

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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;

     |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 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 Form 10-K, 11-K, 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)

      The Company is awaiting  information to incorporate into its Form 10-K. As
      such the  Company  will not be able to file on time  without  unreasonable
      effort.

                                                 (Attach Extra Sheets if Needed)


<PAGE>

PART IV -- OTHER INFORMATION

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

      Joseph P. Macaluso                 (201)                    933-1600
------------------------------  ------------------------  ----------------------
            (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 the
      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?
                                                                 |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.

            (See attached press release)

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                        Tel-Instuments Electronics Corp.
                   ------------------------------------------
                  (Name of Registrant as Specified in Charter)

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

Date:  6/30/2000                       By: /s/ Joseph P. Macaluso
                                               ---------------------------------
                                               Joseph P. Macaluso
                                               Principal Accounting 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  (17CFR  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 0-3 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.


<PAGE>

[Logo]Tel-Instrument Electronics Corp
-------------------------------------

Tel-Instrument Electronics Corp Announces Year End Results

Carlstadt, NJ-June 29, 2000-Tel-Instrument Electronics Corp today announced its
financial results for the year ended March 31, 2000;

                                                          Years Ended March 31,
                                                          ---------------------
                                                         2000             1999
-------------------------------------                    ----             ----

Sales                                                $5,130,782       3,484,499
Net Income (Loss) Before Taxes                          358,958        (244,266)
Benefit From Income Taxes                               241,595          97,585
Net Income (Loss)                                    $  600,553        (146,681)
Net Income (Loss) Per Share, Diluted                 $     0.28           (0.07)
Weighted Average Shares
    Outstanding, Diluted                              2,146,402       2,101,264

For the year ended March 31, 2000 sales increased 47% to $5,130,782 as compared
to $3,484,499 in the previous fiscal year. Net income before taxes was $358,958
for fiscal year 2000 as compared to a loss of $244,266 for the prior year. .

In the first quarter of fiscal year 2001, the Company began shipping AN/APM
480's to the U.S. Navy and also shipped all of the T-76 Ramp Test Sets under the
contract with M.P.G. Instruments for Marconi Communications.

The Company also has received an order for commercial avionics test sets
exceeding $900,000 from a major freight carrier through a domestic distributor.

Management continues to be positive about the future as a result of the dollar
value of the backlog, which currently exceeds $16,000,000, the increase in
commercial sales, the progress on the U.S. Navy contract, and the efforts of its
U.S. and international distributors.

Tel-Instrument Electronics Corp designs, manufactures and sells test equipment
to the general aviation, commercial aviation, and government/military aviation
markets, both domestically and internationally. The Company's stock is traded in
the NASDAQ System under the symbol TINE.

Contact: Mr. Joseph P. Macaluso         Telephone: 201-933-1600



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