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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SEC FILE NUMBER
000-22581
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FORM 12b-25 --------------------------
CUSIP NUMBER
NOTIFICATION OF LATE FILING 854923109
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(CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q
/ /Form N-SAR
For Period Ended: DECEMBER 31, 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: _______________________________
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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:
N/A
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PART I -- REGISTRANT INFORMATION
STAR TELECOMMUNICATIONS, INC.
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Full Name of Registrant
N/A
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Former Name if Applicable
223 EAST DE LA GUERRA STREET
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Address of Principal Executive Office (STREET AND NUMBER)
SANTA BARBARA, CALIFORNIA 93101
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City, State and Zip Code
PART II -- RULES 12c-25(c) 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
/X/ | 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 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 the 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.
The registrant is presently involved in a pending merger and is in the process
of negotiating a transaction whereby the registrant will sell material assets of
the company. As a result of the demands on the time of the registrant's
management and accounting staff associated with the merger and the asset sale,
the registrant has been unable to complete its Form 10-K for the year ended
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December 31, 1999. Accordingly, the registrant is unable to file its Form 10-K
for the year ended December 31, 1999 by the prescribed due date.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
MARY A. CASEY (805) 899-1962
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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 /X/ Yes / / No
period that the registrant was required to file such
report(s) been filed? If answer is no, identify report(s).
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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 /X/ Yes / / No
portion thereof?
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.
Please see EXHIBIT A attached hereto.
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STAR TELECOMMUNICATIONS, 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 MARCH 29, 2000 By /s/ MARY A. CASEY
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Mary A. Casey
President
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
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 (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 232.13(b) of this chapter).
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EXHIBIT A
We anticipate that the loss from operations for the year ended December 31, 1999
will be approximately $69.6 million compared to income from operations for the
year ended December 31, 1998 of approximately $10.8 million. Additionally, we
anticipate that the net loss for the year ended December 31, 1999 will be
approximately $63.8 million or loss per share of $1.12 compared to net income of
approximately $1.6 million or income per share of $0.04 for the year ended
December 31, 1998.
Our loss from operations is primarily attributable to a decrease in operating
margin in the twelve months ended December 31, 1999 due primarily to rate
compression in the wholesale market, goodwill amortization, an accrued rate
dispute related to European operations in the second quarter of 1999, and
additional bad debt reserves in the second quarter of 1999, as well as increased
payroll, commission and operating expenses attributable to our expansion of our
commercial programs, the completion of two significant acquisitions in 1999 and
approximately $1.9 million in merger expense. The decrease in operating margin
was partially offset by profit realizations of $9.5 million from broad band
sales in the third and fourth quarters of 1999.
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