U.S. 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 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended December 31, 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 Attached Instruction Sheet 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 Items(s) to which the notification relates: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Part I -- Registrant Information ________________________________________________________________________________ Full Name of Registrant Former Name if Applicable: Telos Corporation _______________________________________________________ Address of Principal Executive Office (Street and Number) 19886 Ashburn Road ________________________________________________________________________________ City, State and Zip Code: Ashburn, Virginia 20147 _______________________________________________________
________________________________________________________________________________ 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 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.
________________________________________________________________________________ Part III -- Narrative ________________________________________________________________________________ State below in reasonable detail the reason why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof could not be filed within the prescribed period. The Form 10-K could not be filed within the prescribed time period because the registrant encountered unexpected issues in connection with the preparation and completion of its financial statements. These unexpected issues were due to delays in obtaining waivers from its bank for the violation of certain financial covenants and delays in receiving revised covenants from the bank for 1999, which required review by the Company's independent accountants. The resolution of the issues and the preparation of the financial statements has occupied a substantial amount of time and more time is needed to complete the preparation of the financial statements to be included in the registrant's Form 10-K.
________________________________________________________________________________ Part IV -- Other Information ________________________________________________________________________________ (1) Name and telephone number of person to contact in regard to the notification Lorenzo Tellez (703) 724-3800 - -------------------------------------------------------------------------------- (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 (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.
TELOS CORPORATION ----------------- (Name of Registrant as specified in charter) has caused the notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: April 1, 1999 By:/s/ Lorenzo Tellez - ----- ------------- ------ -------------- Lorenzo Tellez Chief Financial Officer, Treasurer and Vice President 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) - --------------------------------------------------------------------------------
Attachment I The Company incurred a net loss of $9.2 million for the year ended December 31, 1998. The loss for fiscal year 1998 was primarily attributable to the revenue decrease resulting from the expiration of two large contracts in 1997, the sale of the TIS division in early 1998, and the Company's significant investment in its majority owned subsidiary, Enterworks, Inc.