UNITED STATES -------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 -------------------------
FORM 12b-25 OMB Number 3235-0058
Expires: January 31, 2002
NOTIFICATION OF LATE FILING Estimated average burden
hours per response 2.50
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SEC FILE NUMBER
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CUSIP NUMBER
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(Check One): |_| Form 10-K |X|-Form 20-F |_| Form 1l-K
|_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 1999
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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:
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PART I - REGISTRANT INFORMATION
Bright Station plc
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Full Name of Registrant
The Dialog Corporation plc
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Former Name if Applicable
The Communications Building, 48 Leicester Square
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Address of Principal Executive Office (Street and Number)
London WC2H 7DB, England
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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
<PAGE>
(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 Dialog Corporation plc (the "Company") previously reported the refinancing
and restructuring of the Company through the sale of its Information Services
Division (ISD) to The Thomson Corporation, which enabled the repayment of all
the Company's outstanding senior and high yield debt. The sale of the ISD to The
Thomson Corporation was completed in May 2000. The overall effect of the
refinancing and restructuring has repositioned the Company - which has been
renamed Bright Station plc to focus on its eCommerce and Web Solutions
businesses, with an additional (pound) 27.9 ($44) million of new equity
investment.
The efforts involved in arranging the refinancing and restructuring, preparing
the materials to be distributed to stockholders and obtaining the approval of
stockholders of the Company as it relates to the refinancing and restructuring
required significant management attention and accounting resources which could
not be eliminated by the Company without unreasonable effort or expense. For the
foregoing reasons, the Company requires additional time to prepare its Annual
Report on Form 20-F for the fiscal year ended December 31, 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jonathan Ball +44 20 7930 6900
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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? |_| 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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<PAGE>
Bright Station plc
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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 June 29, 2000 By /s/ David Mattey
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David Mattey
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 l2b-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 l2b-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 (ss.232.201 or ss.232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (ss.232.13(b) of this chapter).
