SOFTNET SYSTEMS INC
NT 10-K, 1998-12-29
TELEPHONE INTERCONNECT SYSTEMS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING
(Check One):[X]Form 10-K [ ]Form 20-F [ ]Form 1l-K [ ]Form 10-Q [ ]Form N-SAR

For Period Ended:
[ ] Transition Report on Form 10-K                          SEC FILE NUMBER
[ ] Transition Report on Form 20-F                               1-5270
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q                            CUSIP NUMBER
[ ] Transition Report on Form N-SAR                            833964 10 9
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:


PART I - REGISTRANT INFORMATION

                              SoftNet Systems, Inc.

                            Full Name of Registrant


                           Former Name if Applicable

                                520 Logue Avenue

           Address of Principal Executive Office (Street and Number)

                             Mountain View, CA 94043

                            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;
                            (b)  The subject annual report,  semi-annual report,
                                 transition  report on Form 10-K,  Form 20-F,  I
                                 I-K, Form N-SAR,  or portion  thereof,  will be
                                 filed on or before the fifteenth  calendar  day
                  [X]            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.



<PAGE>


PART III - NARRATIVE

State below in  reasonable  detail the reasons  why the 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)


Due  to  the  concurrent  proposed  disposal  of  two  of  the  Company's  three
subsidiaries,  the  probable  acquisition  of  another  company  and the need to
resolve  certain state filing  issues,  the company is unable to timely file its
Form 10-K for the year ended September 30, 1998.


PART IV--OTHER INFORMATION

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

         Mark A. Phillips              650             962-7474
             (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 reports)
         been filed? If 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.

                            See attached statement.




                              SoftNet Systems, Inc.
                  (Name of Registrant as Specified in Charter)

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


Date:  December 29, 1998              By: /s/ Mark A. Phillips          
                                          ------------------------      
                                          Mark A. Phillips            
                                          Treasurer and               
                                          Chief 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).
<PAGE>





Operating results for Fiscal 1998 are expected to be materially lower than those
of Fiscal 1997. Operating earnings were diminished due to a decrease in sales of
computer  output  microfiche  equipment,  charges  incurred  as a result  of the
company's  decision  to account  for the  operations  of the  telecommunications
division as a discontinued operation,  and an increase in administrative,  sales
and   marketing    expenses   related   to   the   launch   of   the   company's
Internet-over-cable offering.






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