<PAGE> 1
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER: 3235-0058
Washington, D.C. 20549 Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response....2.50
SEC File Number 0-28676
------------
CUSIP Number 38870L100
------------
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q SB [ ] Form N-SAR
For Period Ended: June 30, 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:
-----------------------------------------
- ------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------
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
Graphix Zone, Inc.
- ------------------------------------------------------------------------------
Full Name of Registrant
- ------------------------------------------------------------------------------
Former Name if Applicable
2915 S. Daimler
- ------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Santa Ana, CA 92705
- ------------------------------------------------------------------------------
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;
|
[X] | (b) The subject annual report, semi-annual report,
| transition report on Form 10-K, Form 20-F, Form
| 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 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period.
The Company employs only one full-time executive employee and several
consultants and is in the midst of a restructuring. Management and its
consultants have been required to spend a significant amount of time to
structure and pursue the proposed restructuring plan. In light of these severe
time demands of management, the Company's annual report on Form 10-K could not
be filed on a timely basis without unreasonable effort and expense.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11/91)
<PAGE> 2
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
<TABLE>
<S> <C> <C>
John F. Della Grotta, Esq.,
Paul, Hastings, Janofsky & Walker, LLP. 714 668-6210
--------------------------------------- ----------- ------------------
(Name) (Area Code) (Telephone Number)
</TABLE>
(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 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.
See Attachment "A"
- ------------------------------------------------------------------------------
Graphix Zone, Inc.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 9/29/97 By /s/ DAVID J. HIRSCHHORN
--------------------------- ----------------------------------
David J. Hirschhorn
President and Chief
Executive 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
- ------------------------------------------------------------------------------
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001)
- ------------------------------------------------------------------------------
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
not restate information that has been correctly furnished. The form shall be
clearly identified as 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 or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.
<PAGE> 3
ATTACHMENT "A"
Revenue increased 7.3% from $7,182,046 for the fiscal year ended June 30,
1996 ("Fiscal 1996") to $7,708,900 for the fiscal year ended June 30, 1997
("Fiscal 1997"). Prior to restructuring charges and write-offs for acquired
in-process technology, operating expenses rose 74.5% from $7,597,853 for Fiscal
1996 to $13,258,555 for Fiscal 1997. Restructuring charges were $1,900,000 and
$4,005,576 for Fiscal 1996 and 1997 respectively. Write-offs for acquired
in-process technology were $17,934,863 and $1,628,000 for Fiscal 1996 and 1997
respectively.
The increase in operating expenses primarily resulted from Graphix Zone,
Inc.'s (the "Company") settlements of its contractual relationships with
vendors, as the Company exited from its core business.
The net loss decreased for Fiscal 1997 28.8% to $16,738,371 or $1.52 per
share from $23,518,660 or $5.05 per share for Fiscal 1996.
During the fourth quarter of Fiscal 1997, management of the Company
initiated a restructuring process. Due to inadequate working capital and an
unmanageable level of debt, the Company ceased all operations and began
restructuring the business. As part of the restructuring process, the Company is
in the process of negotiating settlements with all of its unsecured creditors,
preferred stockholders and its secured lender. The status of those negotiations
is ongoing and the restructuring is anticipated to be completed during the
second quarter of the fiscal year ending June 30, 1998.
