U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For Period Ended: April 30, 2002
[ ] 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 Item(s) to which the notification relates: N/A
Part I - Registrant Information
Full Name of Registrant: Sorrento Networks Corporation
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
9990 Mesa Rim Road, San Diego, CA 92121
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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)
[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
12(b)-25(c) has been attached if applicable.
PART III - Narrative
State below in reasonable detail the reasons 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.
Due to personnel changes in the Company's accounting and corporate
financial department and the relocation of the Company's corporate and
accounting records and functions to San Diego, the Company has been unable to
complete certain sections of the Form 10-Q filing for the quarter ended April
30, 2002. The Company expects to complete its quarterly report on Form 10Q on or
before June 19, 2002.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
W. Raymond Felton, Esq.,
c/o Greenbaum Rowe Smith Ravin Davis & Himmel (732) 549-5600
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(Name) (Area Code) (Telephone No.)
(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.
Sorrento Networks 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
thereunto duly authorized.
Date: June 17, 2002 By: /s/ Joe R. Armstrong
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Joe R. Armstrong,
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer 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.
The Company is reporting revenues of $6.0 million for the fiscal
quarter ended April 30, 2002 compared to revenues of approximately $14.5 million
for the fiscal quarter ended April 30, 2001, which is a 59% decrease. The
Company is, however, reporting net income of $4.0 million for this fiscal
quarter, compared to a net loss of $5.8 million for the fiscal quarter ended
April 30, 2001, due primarily to the sale by the Company of a portion of its
Net Silicon securities associated with Net Silicon's merger with Digi
International.