<PAGE>
SEC File Number: 0-24173
CUSIP Number: 371935 10 7
FORM 12b-25/A
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
(Check One)
[X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 27, 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: N/A
---
- --------------------------------------------------------------------------------
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: N/A
---
Part I - Registrant Information
- -------------------------------
Full Name of Registrant: Genesis Direct, Inc.
-----------------------------------
Former name if applicable: N/A
-----------------------------------
Address of Principal
Executive Office (Street and Number): 100 Plaza Drive
------------------------
Secaucus, N. J. 07094
------------------------
- 1 -
<PAGE>
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)
[X] (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 or Form 10-KSB, Form 20-F, Form 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 or
transition report on Form 10-Q or Form 10-QSB, 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 Form 10-K or 10-KSB,
20-F, 11-K, 10-Q or 10-QSB, N-SAR or the transition report or portion
thereof, could not be filed within the prescribed time period.
The Registrant is unable to file its Annual Report on Form 10-K for the
fiscal year ended March 27, 1999 within the prescribed time period without
unreasonable effort and expense as, due to the implementation of a restructuring
program, the Registrant is operating with a significantly reduced staff and has
devoted all available resources to the repositioning of its business and the
disposition of certain of its assets.
Part IV - Other Information
- ---------------------------
(1) Name and telephone number of person to contact in regard to this
notification:
Ronald R. Benanto (201) 867-2800
------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 of 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 the answer
is no, identify report(s). [X] Yes [ ] No
- 2 -
<PAGE>
(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
During the fiscal year ended March 27, 1999, the Company purchased a number
of businesses prior to announcing a restructuring program which resulted in a
significant reduction in staff and the sale of certain businesses and assets.
Accordingly, the Company expects that its results of operations will reflect a
significant change from the corresponding period for the last fiscal year
primarily as a result of charges related to its restructuring and losses on the
sale of certain businesses. Set forth below is the Company's estimate of its
results of operations for the fiscal year ended March 27, 1999 as compared to
the fiscal year ended March 28, 1998.
<TABLE>
<CAPTION>
Fiscal year ended Fiscal year ended
March 27, 1999 March 28, 1998
--------------------- ---------------------
<S> <C> <C>
Net sales.................................... $ 252,337 $107,210
Net loss from operations before restructuring
charges and provision for losses on assets
available for sale.......................... (85,119) (76,211)
Restructuring charges........................ (34,168) --
Loss on disposal of divested businesses and
provision for loss on assets available for
sale........................................ (28,627) --
----------------- ----------------------
Net loss from operations..................... (147,914) (76,211)
Extraordinary item........................... (5,235) --
----------------- ----------------------
Net loss..................................... (153,149) (76,211)
Dividends accruing on Series A Preferred
Stock....................................... - 2,439
----------------- ----------------------
Net loss attributable to common
stockholders................................ $(153,149) $(78,650)
</TABLE>
- 3 -
<PAGE>
GENESIS DIRECT, INC.
--------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 28, 1999 /s/ Ronald R. Benanto
------------------------------
Ronald R. Benanto
Vice President and Chief Financial Officer
- 4 -