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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 027046 027046
Washington, D.C. 20549
FORM 12b-25 Cusip Number
7487622101
NOTIFICATION OF LATE FILING
(Check One) X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
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For Period Ended: November 30, 1999
[ ] 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 the form shall be construed to imply that the Commission has
verified any information contained herein.
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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
Quintel Communications, Inc.
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Full Name of Registrant
Quintel Entertainment, Inc.
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Former Name if Applicable
One Blue Hill Plaza
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Address of Principal Executive Office (STREET AND NUMBER)
Pearl River, New York 10956
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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 appropriate box)
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, 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attached Extra Sheets if Needed)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mr. Daniel Harvey (914) 620-1212
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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 reports been filed? If answer is no
identify report(s).
X Yes No
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(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 or No
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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 result cannot be made.
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QUINTEL COMMUNICATIONS, 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
hereunto duly authorized.
Date: February 29, 2000 By: /s/ Daniel Harvey
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Daniel Harvey, CFO
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 persons
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 act constitute
Federal Criminal Violations
(See 81 U.S.C. 1001).
GENERAL INSTRUCTION
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 0-3 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.
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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 amendment 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 232.12(c) of this chapter).
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Part III
The Company recently began marketing products and services via the Internet
and through e-commerce avenues. This marketing strategy was a significant
modification from the way the Company had marketed products and services in the
past, namely through traditional means of direct media (infomercials,
commercials and direct mailings). The implementation of such shift in marketing
strategy placed significant demands in time upon the executive officers of the
Company, causing them to be unable to complete their determination as to what
impact, if any, such marketing strategy shift will have on the Company's
business plan (and the management's discussion and analysis thereof) and its
financial statements and the notes thereto.
The foregoing reason causing the Company's inability to timely file its
Annual Report on Form 10-K for the fiscal year ended November 30, 1999 could not
be eliminated without unreasonable effort or expense.
Part IV
The Company estimates that it will recognize net income of approximately
$3.9 million for the fiscal year ended November 30, 1999, as compared to a net
loss of approximately $16.9 million for the fiscal year ended November 30, 1998.
This anticipated increase in net income of approximately $20.8 million results
primarily from two factors:
(i) The Company had been experiencing decreasing margins on its "900"
entertainment services, attributable to significant increases in marketing
expenditures related thereto and customer chargebacks. As a result,
commencing in the quarter ended August 31, 1998, the Company discontinued
marketing such services as an independent revenue source and began
marketing them in conjunction with the Company's other products and
services. Accordingly, as required by Statement of Financial Standards No.
121 ("FAS 121"), the Company reviewed long-lived assets, including
goodwill, for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The
Company evaluated the recoverability of its long-lived assets by measuring
the carrying amount of the assets against projected undiscounted future
cash flows associated with them. Applying such criteria, the Company
concluded that goodwill associated with the Acquisition had been impaired.
As such, a non-recurring, non-cash charge of approximately $18.5 million,
representing the remaining balance of goodwill associated with the a 1996
acquisition by the Company, was recorded during the fiscal year ended
November 30, 1998.
(ii) The Company incurred a non-recurring non-cash charge of approximately
$1.2 million during the fiscal year ended November 30, 1998 in connection
with its write-down of assets associated with an internet telephony program
the Company abandoned.
