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000-28590
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SEC FILE NUMBER
317832 10 3
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CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] 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:
N/A
________________________________________________________________________________
Part I-Registrant Information
________________________________________________________________________________
Full Name of Registrant:
Fine Host Corporation
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
3 Greenwich Office Park
City, State and Zip Code
Greenwich, CT 06831
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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, 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 12b-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 time period.
On December 12, 1997 and December 15, 1997, Fine Host Corporation (the
"Company") announced that the Audit Committee of its Board of Directors had
instructed the Company's auditors to conduct an inquiry into certain accounting
practices and that, as a result of the inquiry, financial statements for the
first three quarters of 1997 and for prior periods would need to be restated. On
December 16, 1997, the Company retained a management consulting firm and counsel
to the Special Committee of outside directors of the Company's Board of
Directors retained an independent accounting firm to conduct a forensic review
of the Company's accounting practices. On February 6, 1998, the Company restated
its financial statements for fiscal years 1994 through 1996 and for the nine
months ended September 24, 1997. On February 11, 1998, the Company replaced its
independent auditors. The Form 10-K for the fiscal year ended December 31, 1997
could not be filed within the prescribed time period without unreasonable effort
or expense due to the amount of time required to restate the Company's financial
statements, the time devoted to the inquiry into accounting practices and the
change in independent auditors.
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________________________________________________________________________________
Part IV-Other Information
________________________________________________________________________________
(1) Name and telephone number of person to contact in regard to this
notification
Gerald P. Buccino 203 629-4320
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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?
[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:
The Company's revenues for 1997 will be substantially higher than its
revenues for 1996, primarily as a result of acquisitions. The Company will
report a loss for the year ended December 31, 1997. The Company reported a net
loss of approximately $9.2 million for the nine months ended September 30, 1997
and expects to report a substantially higher net loss for the entire year. This
compares to a net loss of approximately $4.4 million for the year ended December
25, 1996. The losses are primarily due to a decline in gross profit, increased
general and administrative expenses and a special charge in connection with the
restatement of the Company's financial statements.
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Fine Host 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: March 30, 1998 By: /s/ Catherine B. James
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Name: Catherine B. James
Title: Chief Financial Officer
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