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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-6715
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form 10-N-SAR
For Period Ended: March 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: .
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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:
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Part I - Registrant Information
Full Name of Registrant: National Media Corporation
Former Name If Applicable:
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Address of Principal Executive Office (Street and Number): Eleven Penn Center,
1835 Market Street, Suite 1100
City, State and Zip Code: Philadelphia, Pennsylvania 19103
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 appropriate box)
[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, 20-F, 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, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
(Attach extra sheets if needed.)
The Company's fiscal year ends on March 31. As of the date hereof, the
Company has not yet been able to finalize the audit of its financial
statements for the fiscal year ended March 31, 1998 due in large part to (i)
issues which arose directly as a result of the termination (the
"Termination") on June 2, 1998, of its Merger Agreement with ValueVision
International, Inc. ("ValueVision") which were not definitively resolved in
time to timely file and (ii) the extensive amount of management time and
effort expanded in the period prior to such termination in an attempt to
restructure the proposed transaction, and subsequent to such termination, on
matters affected by such termination.
As a result of the foregoing, the Company has not yet been able to finalize
the audit of its financial statements for the fiscal year ended March 31,
1998.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
John J. Sullivan, Chief Financial Officer (215) 988-4640
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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?
[ ] 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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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /s/ John J. Sullivan Date: June 29, 1998
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Senior Vice President and
Chief Financial Officer
