UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING OF FORM 10-Q
Commission File Number 333-56903
(Check One): [_] Form 10-K [_] Form 11-K [_] Form 20-F [X] Form 10-Q [_] Form N-SAR
For Period Ended: March 31, 2000
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[_] 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 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:
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PART I
REGISTRANT INFORMATION
Full name of registrant: Phase Metrics, Inc.
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Former name if applicable
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10260 Sorrento Valley Road
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Address of Principal Executive Office (Street and number)
San Diego, California 92121
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City, State and Zip Code
PART II
RULE 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, Form 11-K or Form N-SAR, or portion thereof,
will be filed on or before the 15th 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 reasons why Form 10-K, 11-K, 20-F, 10-
Q, N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
Please see attachment.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Dewey Hockemeyer (858) 646-4851
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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 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?
[_] Yes [X] 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.
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Phase Metrics, Inc.
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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 March 31, 2000 By /s/ W. Dewey Hockemeyer
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Vice President, Finance, Chief
Financial Officer and Assistant Secretary
Attachment
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The Registrant has been working with its advisors to develop and implement
a plan to restructure its capitalization. The development and implementation of
this plan has required the Registrant to devote considerable resources,
including the attention of key financial and operating personnel. Additionally,
the Registrant has been in discussions with the Registrant's public accountants
regarding this plan and other potential events, which has delayed the completion
of the public accountant's review of the Registrant's financial position and
results of operations for the three months ended March 31, 2000. This process
has delayed the finalization of the Registrant's Form10-Q for the three months
ended March 31, 2000. For these reasons, the Registrant has been unable to file
its quarterly report on Form 10-Q on a timely basis without unreasonable effort
and expense.