SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-28670
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|X| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: SEPTEMBER 30, 2000
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|_| 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:_______________________________________
READ ATTACHED INSTRUCTION SHEET 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. 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
Full name of registrant ITSA, LTD.
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Former name if applicable
TV FILME, INC.
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Address of Principal Executive Office (STREET AND NUMBER)
C/O ITSA - INTERCONTINENTAL TELECOMUNICACOES LTDA., SCS, QUADRA 07-BL.A
ED. EXECUTIVE TOWER, SALA 601
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City, State and Zip Code 70.300-911 BRASILIA - DF, BRAZIL
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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 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
|X| Form 10-K, Form 20-F, Form 11-K or Form N-SAR, 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 and Form
10-KSB, Form 20-F, Form 11-K, Form 10-Q and Form 10-QSB, Form N-SAR or the
transition report portion thereof could not be filed within the prescribed time
period. (Attach extra sheets if needed.)
On July 21, 2000, the Registrant became the successor to TV
Filme, Inc., a Delaware corporation, following the successful completion
of a debt restructuring pursuant to a plan of reorganization of TV
Filme, Inc. under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code"). Following the restructuring, the Registrant filed
its Quarterly Report on Form 10-Q for the period ended June 30, 2000,
which report included financial information for TV Filme covering the
second quarter of 2000, before effectiveness of the reorganization.
The Registrant is now in the process of preparing its
Quarterly Report on Form 10-Q for the period ended September 30, 2000
("Third Quarter 10-Q"), which is the first periodic report of the
Registrant to include post-reorganization financial information. As
such, the financial statements in the Third Quarter 10-Q must comply
with Statement of Position 90-7 ("SOP 90-7") of the Accounting Standards
Division of the American Institute of Certified Public Accountants,
which governs financial reporting by entities in reorganization under
the Bankruptcy Code. SOP 90-7 requires certain entities emerging out of
bankruptcy to adopt "fresh start" reporting procedures which apply
principles mandating, among other things, the allocation of the entity's
reorganization value to the entity's assets. The changes in accounting
principles required to be made throughout the Registrant's Third Quarter
10-Q financial statements in order to comply with SOP 90-7 are
extensive, and the Registrant is still in the process of incorporating
such changes into its third quarter financial analysis. Accordingly, the
Registrant is unable, without unreasonable effort and expense, to file
its Third Quarter 10-Q within the prescribed period.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
HERMANO STUDART LINS DE ALBUQUERQUE 011-55-61 314-9903
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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.*
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* See "Part III-Narrative" above for explanation of the anticipated change and
reasons why a reasonable estimate of the results cannot be made.
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<PAGE>
ITSA LTD.
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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: NOVEMBER 14, 2000 By: /S/ HERMANO STUDART LINS DE ALBUQUERQUE
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Name: Hermano Studart Lins de Albuquerque
Title: Chief Executive 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
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 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, DC 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 the 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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