<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-6715
NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K / / Form 11-K / / Form 20-F /X/ Form 10-Q
/ / Form 10-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: NATIONAL MEDIA CORPORATION
Former Name If Applicable:
Address of Principal Executive Office (Street and Number):
15821 VENTURA BOULEVARD, SUITE 500,
City, State and Zip Code: LOS ANGELES, CALIFORNIA 91436
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.
<PAGE>
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.)
On October 23, 1998, National Media Corporation ("the Company") formally
consummated a transaction (the "Transaction") pursuant to which, among other
things, operational control of the Company was assumed by an investor group
led by Stephen C. Lehman, Eric R. Weiss and Daniel M. Yukelson.
In connection with the Transaction, NM Acquisition Co., LLC, a Delaware
limited liability company ("ACO"), invested $20,000,000 into National Media
in exchange for shares of newly-created Series E Convertible Preferred Stock
which shares are convertible into 13,333,333 shares of common stock of the
Company ("Common Stock"). ACO is managed by Temporary Media Co., LLC, a
Delaware limited liability company ("TMC") of which Messrs. Lehman, Weiss and
Yukelson are the managing members. As part of the Transaction, TMC was
granted a five-year option (the "TMC Options") to purchase up to 212,500
shares of Common Stock at an exercise price of $1.32 per share and warrants
(the "TMC Warrants") to purchase up to 3,762,500 shares of Common Stock at
exercise prices ranging from $1.32 to $3.00 per share.
As a result of (i) certain valuation issues related to the TMC Options and
the TMC Warrants and (ii) the extensive amount of senior management time and
effort expended in the time period following consummation of the Transaction
to restructure the operations of the Company, the Company has not yet been
able to finalize its financial statements for the quarter ended December 31,
1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Daniel M. Yukelson, EXECUTIVE VICE
PRESIDENT/FINANCE AND CHIEF FINANCIAL OFFICER (818) 461-6413
- --------------------------------------------------------------------------------
(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.
For the three month period ended December 31, 1998, the Company
expects to report a net loss in excess of $20.0 million as compared to a net
loss of $8.1 million for the three month period ended December 31, 1997. The
increased loss is primarily attributable to the Company's adoption of a
revised business plan under the direction of its new management team. As a
result, the Company has undertaken specific actions to dramatically reduce its
overall cost structure and transition its business model from a television
direct marketing comany to an electronic commerce company. Certain of these
actions has resulted in restructuring and unusual charges being taken by the
Company in the three months ended December 31, 1998. In the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, the
Company disclosed that it would be taking restructuring charges of $10-$20
million.
<PAGE>
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/ DANIEL M. YUKELSON Date: FEBRUARY 16, 1999
---------------------------------------- ---------------------
Executive Vice President/Finance and
and Chief Financial Officer
