SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 12b-25
Commission File Number 0-21150
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ]
Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ]
Transition Report on Form 11-K
For the Transition Period Ended:
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
Full name of registrant: Directrix, Inc.
Former name if applicable:
Address of principal executive office: 536 Broadway
New York, New York 10012
Part II. Rule 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 appropriate box.)
[ ] (a) The reasons described in reasonable detail in Part III of this
form could not eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, or portion thereof will be filed on or before the 15th
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.
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Part III. Narrative.
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The Company was a wholly owned subsidiary of Spice Entertainment
Companies, Inc. ("Spice") until the acquisition of Spice by Playboy
Enterprises, Inc. ("PEI") on March 15,1999. On the closing of that transaction,
Spice distributed the Company's common stock to Spice's former stockholders.
After the closing, Spice and the Company both had to complete year end audits
and take care of post closing items at a time when Spice and the Company were
severely short staffed as a result of staff reductions in anticipation of the
closing. As a result of the staff reductions and a 15 day delay in the closing
of the Playboy transaction, the Company was unable to prepare and file its Form
10-KSB on a timely basis.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
John R. Sharpe 212-219-6269
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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 the 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.
Directrix, 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
thereunto duly authorized.
Date 3/30/99 By: /s/ John R. Sharpe
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John R. Sharpe, Chief Financial Officer
<PAGE>
STATEMENT TO FORM 12B-25
The Company reported a net loss of $4.2 million for the year ended December
31, 1998 as compared to a net loss of $0.9 million for the year ended December
31, 1997. The decline in net income was primarily attributable to the
reclassification of its transponder agreement in the first quarter of 1997, as
described below. Also contributing to the decline in net income were the
following: (a) additional losses attributable to unused transponder capacity
totaling $0.6 million, (b) increases in salaries, wages and benefits totaling
$0.5 million and (c) increases in selling, general and administrative expenses
attributable to the expansion of the operation facility and the allocation of
general corporate overhead totaling $0.2 million.
Reclassification:
The Company utilized satellite transponder services pursuant to a
Transponder Services Agreement (the "Transponder Agreement") dated February 7,
1995 between Spice and AT&T Corp. ("AT&T"). On March 31, 1997, Spice and Loral
SpaceCom Corporation d/b/a Loral Skynet ("Loral"), as successor to AT&T, amended
the Transponder Agreement by changing the expiration date to October 31, 2004,
reducing the term by approximately four years. As a result of this amendment,
the Transponder Agreement was reclassified for accounting purposes as an
operating lease rather than a capital lease commencing on March 31, 1997. As a
result of the reclassification, the Company recorded a one-time gain of
approximately $2.3 million in the first quarter of 1997
