<PAGE>
000-28590
---------
SEC FILE NUMBER
317832 10 3
-----------
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: April 1, 1998
[ ] 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
<PAGE>
City, State and Zip Code
Greenwich, CT 06831
- --------------------------------------------------------------------------------
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-Q for the fiscal quarter ended April 1, 1998
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.
2
<PAGE>
- --------------------------------------------------------------------------------
Part IV-Other Information
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification
Gerald P. Buccino 203 629-4320
- --------------------------- ----------------- --------------------------
(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 the fiscal quarter ended April 1, 1998 will be
substantially higher than its revenues for the fiscal quarter ended March 26,
1997, primarily as a result of acquisitions. The Company reported a net loss of
approximately $2.5 million for the fiscal quarter ended March 26, 1997 (as
restated). The Company expects to report a substantially higher net loss for the
fiscal quarter ended April 1, 1998 than the fiscal quarter ended March 26, 1997.
The losses are primarily due to a decline in gross profit and increased general
and administrative expenses.
3
<PAGE>
Fine Host Corporation
------------------------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 18, 1998 By: /s/ Catherine B. James
-------------------- --------------------------
Name: Catherine B. James
Title: Chief Financial Officer
4
