DIRECTRIX INC
NT 10-Q, 2000-08-14
ALLIED TO MOTION PICTURE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 0-21150

                           NOTIFICATION OF LATE FILING
(Check One):  [ ] Form 10-K  [  ] Form 11-K  [  ] Form 20-F  [X] Form 10-Q
              [ ] Form N-SAR

For Period Ended:  June 30, 2000
[ ]  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:  236 West 26th Street - Suite 12W
                                        New York, New York  10001


                        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 be 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.

                              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.

     Due to the potential resolution of subsequent events that may be  disclosed
in the report,  Directrix  was  not  able to prepare and file  it's  Form 10-QSB
on a timely basis.
<PAGE>

                           PART IV. OTHER INFORMATION

    (1)  Name and telephone number of person to contact in regard to this
notification:

             Donald J. McDonald, Jr.              (212) 741-6511
           --------------------------    ------------------------------
                     (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.
                  --------------------------------------------
                  (Name of registrant as specified in charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.



Date: 8/14/00             By: /s/ Donald J. McDonald, Jr.
                             ---------------------------------------------------
                             Donald J. McDonald, Jr., President, Director,
                             Chief Financial Officer and Principal Accounting
                             Officer

                            STATEMENT TO FORM 12B-25

          Directrix  reported a net loss of $2.1 million for  the  three  months
ended  June  30,   2000,   as  compared  to  a net loss of $0.8 million  for the
corresponding   period  in  1999.   The  increase  in  net  loss  was  primarily
attributable  to  a  decrease  in  revenue  from  EMI  of  $0.8  million.   Also
contributing to the increase in net loss was the inclusion of a gain on the sale
of Playboy  stock of  approximately  $0.5  million in the net loss for the three
months ended June 30, 1999. Increases in salary expense,  library  amortization,
satellite  expense,  depreciation  expense and interest expense of approximately
$0.1  million   each  were  offset  by  a  decrease  in  selling,   general  and
administrative expenses of approximately $0.5 million.

          The decrease  in  revenue  was  primarily  attributable to a  decrease
in revenue associated with the recording of EMI revenue  based on cash  receipts
for the  three  months ended June 30, 2000 as compared to recording  EMI revenue
based on contractual amounts for the three months ended June 30, 1999.

          The  decrease  in selling,  general and  administrative  expenses  was
primarily  attributable to a decrease in provision for bad debt expense relating
to  EMI of $0.2  million  and  the  inclusion of approximately  $0.2  million of
expense associated with  the issuance of stock options to non-employee directors
recorded in the three months ended June 30, 1999.



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