Notification That Annual Report Will Be Submitted Late (nt 10-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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FORM 12b-25

NOTIFICATION OF LATE FILING

 

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(Check one): ☒ Form 10-K    ☐ Form 20-F    ☐ Form 11-K  ☐ Form 10-Q   ☐ Form N-SAR    ☐ Form N-CSR

 

For Period Ended:   March 31, 2018

 

☐ 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:

 

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

 

TEL-INSTRUMENT ELECTRONICS CORP

(Exact Name of Registrant as Specified in its Charter)

                                                                                            

Former Name if Applicable

One Branca Road

(Address of Principal Executive Office (Street and Number)

 

East Rutherford, New Jersey 07073

City, State and Zip Code

 

 

 

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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, Form 11-K, Form N-SAR or Form N-CSR, 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant has been unable to complete preparation and to file its Form 10-K for the fiscal year ended March 31, 2018, without unreasonable effort and expense due to unavoidable delays in gathering information required for the Form 10-K and allow time for audit committee review. It is anticipated that the Form 10-K Annual Report will be filed on or before the 15th calendar day following the prescribed due date of the Registrant’s Form 10-K.

 

 

PART IV -- OTHER INFORMATION

 

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

 

Jeffrey C. O'Hara	(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 answer is no, identify report(s). Yes x 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?  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.

As reported in a recent press release, the Registrant was assessed damages in the amount of $2.8 million in connection with the Kansas Aeroflex litigation. The court will conduct further hearings in the next few weeks which will include a punitive damages claim as well as our existing motion that the Kansas court lacks personal jurisdiction.

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Tel-Instrument Electronics Corp.

  (Name of Registrant as Specified in Charter)

 

 

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

 

Dated:  July 2, 2018	By:	/s/ Joseph P. Macaluso
		Joseph P. Macaluso
		Principal Accounting Officer