-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cmk8f5PzjO6JM7OJEEIQrj2u4pKLhj1f4J1hNUfq8lEAqXfYSMhYFhzuZJJyKjoo hYIcQEkyjpyJIiiizKT8eA== 0001047469-98-045507.txt : 19981231 0001047469-98-045507.hdr.sgml : 19981231 ACCESSION NUMBER: 0001047469-98-045507 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EIP MICROWAVE INC CENTRAL INDEX KEY: 0000026782 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 952148645 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-05351 FILM NUMBER: 98778509 BUSINESS ADDRESS: STREET 1: 4500 CAMPUS DR STREET 2: STE 219 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7147201766 MAIL ADDRESS: STREET 1: 6950 S.W. HAMPTON STREET STREET 2: SUITE 200 CITY: PORTLAND STATE: OR ZIP: 97223- FORMER COMPANY: FORMER CONFORMED NAME: JENOA INC DATE OF NAME CHANGE: 19800103 FORMER COMPANY: FORMER CONFORMED NAME: DANA ELECTRONICS INC DATE OF NAME CHANGE: 19780228 FORMER COMPANY: FORMER CONFORMED NAME: DANALAB INC DATE OF NAME CHANGE: 19750224 NT 10-K 1 NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): /X/Form 10-KSB / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR For Period Ended: September 30, 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: ------------------------------ - ------------------------------------------------------------------------------- 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 EIP Microwave, Inc. - ------------------------------------------------------------------------------- Full Name of Registrant - ------------------------------------------------------------------------------- Former Name if Applicable 6950 SW Hampton Street, Suite 300 - ------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Portland, Oregon 97223 - ------------------------------------------------------------------------------- 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) /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 or 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. Due primarily to the departure of Registrant's chief financial officer following its fiscal year end, Registrant did not receive its audited financial statements for the year ended September 30, 1998 in time to complete its Report on Form 10-KSB within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED) SEC 1344 (6/94) PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification DAN PELEKOUDAS (949) 442-6606 ---------------------------------- ----------------- ---------------------- (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 --------------------------------------------------------------------------- (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. Registrant expects to report a net loss of approximately $4.1 million (($1.04) per share) on net sales of $3.7 million for fiscal 1998, compared to a net loss of $1.3 million (($3.04) per share) on net sales of $4.7 million for fiscal 1997. The decrease in net sales in fiscal 1998 was primarily attributable to a soft market for Registrant's products both in domestic and international markets, lower sales of its frequency counter products in international markets, and a decline in sales of a product line being discontinued. The increase in net loss for fiscal 1998 was primarily due to lower sales levels without a corresponding reduction in fixed manufacturing overhead, higher research, development and engineering expenses associated with the introduction and development of new products, and higher selling, general and administrative expenses. - ------------------------------------------------------------------------------- EIP Microwave, 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/ Tom Linnemann ----------------------------------- ------------------------------ Tom Linnemann, Chief Financial 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 (17 CFR 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 O-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. 5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter). -----END PRIVACY-ENHANCED MESSAGE-----