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 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 2001
[ ] 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:
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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
TeraForce Technology Corporation
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Full Name of Registrant
N/A
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Former Name if Applicable
1240 East Campbell Road
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Address of Principal Executive Office (Street and Number)
Richardson, Texas 75081
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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, 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 the Form 10-K could not be
filed within the prescribed time period.
The Company is in the process of discussions relating to a financial
restructuring, and the outcome of these discussions will materially affect the
financial statements and other disclosures to be made in the Form 10-K. Delaying
the filing of the Form 10-K will allow the Company to make more meaningful
disclosures that take into account the ramifications of the financial
restructuring.
SEC 1344 (2-99)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert P. Capps (469) 330-4960
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(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. See Attachment A
TeraForce Technology Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 1, 2002 By: /s/ Robert P. Capps
-------------------------
Robert P. Capps
Executive Vice President
and 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
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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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).
Attachment A.
For the fourth quarter of 2001 the Company reported a net loss of $5,552,000
($0.06 per share) as compared to a net loss of $15,703,000 ($0.18 per share) in
the fourth quarter of 2000. For the full year 2001 the net loss amounted to
$21,549,000 ($0.25 per share) versus a net loss for 2000 of $29,572,000 ($0.37
per share). The amounts reported include a loss of $956,000 from the disposal of
the Company's engineering design services business which was sold to Flextronics
International, Ltd. in January 2002. The reported results do not include the
effect of the settlement of the Company's litigation against Cadence Design
Systems, Inc. In March, 2002 the Company received a net payment of $6,300,000
from this settlement and expects to report such amount in the first quarter of
2002 as income from the settlement.
The sale of the engineering design services business constitutes a disposal of a
business segment under generally accepted accounting principles and that
business has been accounted for as a discontinued operation as of December 31,
2001. Accordingly, the following results from continuing operations do not
include amounts related to the engineering design services business for any
period. For the three months ended December 31, 2001 the loss from continuing
operations was $3,345,000 on revenues of $951,000 as compared to a loss in the
same period of 2000 of $16,042,000 on revenues of $3,210,000. For the full year
2001 the loss from continuing operations was $17,181,000 on revenues of
$6,822,000. For all of 2000 the loss from continuing operations was $28,790,000
on revenues of $11,748,000. Results from continuing operations include amounts
related to the Company's OmniLynx product line that was sold in August of 2001.
TERAFORCE TECHNOLOGY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Thousands of dollars, except share data)
<Table>
<Caption>
Years ended
December 31,
--------------------
2001 2000
-------- --------
Net revenue $ 6,822 $ 11,748
Cost of revenue 7,961 13,253
-------- --------
Gross profit (loss) (1,139) (1,505)
-------- --------
Expenses:
Engineering and development 5,096 5,258
Selling and administrative 8,670 13,266
Asset write-downs -- 9,251
Costs related to sale of assets 2,101 --
-------- --------
15,867 27,775
-------- --------
Operating loss (17,006) (29,280)
-------- --------
Other income (expense):
Earnings of unconsolidated affiliate 34 --
Interest expense (262) (798)
Interest income and other, net 53 1,288
-------- --------
(175) 490
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Loss from continuing operations (17,181) (28,790)
Income (loss) from discontinued
operations (3,412) (782)
Loss on disposal of discontinued
operations (956) --
-------- --------
Net loss (21,549) (29,572)
Dividends on preferred stock -- 966
-------- --------
Loss allocable to common stockholders $(21,549) $(30,538)
======== ========
Basic and diluted loss per share:
Continuing operations $ (0.20) $ (0.36)
Discontinued operations (0.05) (0.01)
-------- --------
Net loss per share $ (0.25) $ (0.37)
======== ========
Weighted average number of common
shares outstanding (thousands) 86,354 83,229
======== ========
</Table>