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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No: 0-28462
(Check One): [X] Form 10-K and Form 10-KSB [_] Form 11-K
[_] Form 20-F [_] Form 10-Q and 10-QSB [_] Form N-SAR
For Period Ended: December 31, 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:
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Read Instruction (on back page) 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.
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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:
PART I - REGISTRANT INFORMATION
Online System Services, Inc.
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Full Name of Registrant
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Former Name if Applicable
1800 Glenarm Place, Suite 700
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Address of Principal Executive Office (Street and Number)
Denver, Colorado 80202
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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)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(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
[X] 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 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.
See attached page.
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
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Attachment to Online System Services, Inc. Form 12b-25
The registrant is unable to file its Annual Report on Form 10-KSB due
to last minute delays in completing the financial statements accompanying the
report. Specifically, the registrant, together with its accountants and legal
counsel, is currently in discussions with the Division of Corporation Finance at
the SEC with regard to the Division's comments on the Registrant's
confidentially filed proxy statement (and financial statements included
therewith) relating to its previously announced acquisition of Durand
Communications, Inc. The Registrant anticipates that the remaining open issues
it has with the Division of Corporation Finance will be resolved in the next few
days and the Registrant will then be able to finalize and file its Form 10-KSB.
On March 5, 1999, the Registrant issued a press release summarizing
its 1998 earnings. Set forth below is a summary of these results:
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Year Ended
December 31, 1998 December 31, 1997
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Loss from operations $(10,756,069) $(3,543,577)
Net loss available to common stockholders $(15,055,443) $(3,375,279)
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The increase in losses reflects expenses in sales and marketing,
product development, and general and administrative areas that have increased at
a faster rate than net sales. This is due to the time lag associated with
product development and market introduction as well as the long sales cycle for
most of our products and services. The increase in losses is also attributable
to the recordation of non-operating expenses for preferred stock dividends and
accretion of preferred stock to redemption value of $4,110,060 for the year
ended December 31, 1998 compared to $329,120 for the year ended December 31,
1997.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
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Lindley S. Branson (612) 343-2827
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) Yes [_] No [X]
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 answer is no, identify report(s).
Items 9-12 of the Registrant's Annual Report on Form 10-KSB for
the year ended December 31, 1997. An amended Annual Report on
Form 10-KSB incorporating these items was filed within eight days
after its due date.
(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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See attached page.
Online System Services, 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 3/30/99 By /s/ Thomas S. Plunkett
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Thomas S. Plunkett,
Chief Financial Officer
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 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.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
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.
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 to
restate information that has been correctly furnished. The form shall be
clearly identified a an amended 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 ((S)232.201 or (S)232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
((S)232.13(b) of this chapter).
