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UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION 000-22581
WASHINGTON, D.C. 20549 ----------------------------
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FORM 12b-25 CUSIP NUMBER
854923109
NOTIFICATION OF LATE FILING ----------------------------
(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q / /Form N-SAR
For Period Ended: June 30, 2000
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/ / 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 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,
/X/ 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 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 finalizing 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
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associated with the merger and the asset sale, the registrant has been unable
to complete its Form 10-Q for the quarter ended June 30, 2000. Accordingly,
the registrant is unable to file its Form 10-Q for the quarter ended June 30,
2000 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 period
that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). /X/ Yes / / No
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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
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.
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 August 14, 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__________________________________
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 O-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 six months ended June 30,
2000 will be approximately $23.6 million compared to a loss from operations
for the six months ended June 30, 1999 of $39.6 million.
Our loss from operations is primarily attributable to a negative operating
margin for the six months ended June 30, 2000 due primarily to rate
compression in the wholesale market, goodwill amortization, and increases in
European expenses including increased usage and private line costs as well as
increased payroll, advertising and promotional expenses. The negative
operating margin for the six months ended June 30, 2000 is partially offset
by a decrease in North American selling, general and administrative expenses
due primarily to the elimination of redundant staff positions during the
third quarter of 1999.
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