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12B-25#3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) 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.
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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: The Nostalgia Network, Inc.
Former Name if Applicable: N/A
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Address of Principal Executive Office (Street and Number): 650 Massachusetts Avenue N.W.
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City, State and Zip Code: Washington, D.C., 20001
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 box if appropriate)
[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, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth 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 the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Company and its majority stockholder, Concept Communications, Inc.
("Concept") and Concept's parent company, Crown Communications, Inc. ("Crown")
have been engaged in discussions regarding Crown's provision of sufficient
additional financing to the Company over the next twelve months. Crown recently
has committed to satisfy Nostalgia's operating expense needs to the extent not
satisfied by cash flows from operations. This matter bears directly on the form
and content of the Company's audited financial statements for the fiscal year
ended December 31, 1997, and on the disclosures to be made in the Annual Report
on Form 10-K with respect thereto. The Company anticipates that the transactions
under this commitment will be completed within the next fifteen days.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Squire D. Rushnell (202) 289-6633
(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.
Net loss in 1997 increased $6,948,000, or 58% (from $11,941,000 to $18,889,000).
This increase was due principally to reduced revenues (a reduction of
$2,325,000); increased sales and marketing expenses (an increase of $3,610,000);
increased interest expense (an increase of $1,549,000); and increased
programming, production and transmission expenses (an increase of $65,000);
offset by decreases in finance, general and administrative expenses (a decrease
of $311,000) and decreased programming amortization expense (a decrease of
$292,000).
Revenues have declined primarily as a result of the Company's reduced subscriber
base. Sales and marketing expenses have increased primarily as a result of both
consumer and trade advertising initiatives as well as additional sales personnel
and efforts. Interest expense increased as a result of interest on additional
borrowings during the year. Programming and production expenses are reflected
net of $3,533,000 in capitalized costs associated with certain original programs
produced during 1997. Capitalized programming costs are amortized over two
years, the expected broadcast life of the related programs. Finance, general and
administrative costs decreased primarily as a result of reduced bad debt expense
as well as reduced professional fees. Programming amortization decreased as a
result of a different mix of programs and related license fees for prime-time
programming.
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The Nostalgia Network, 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
hereunto duly authorized.
Date: April 1, 1998 By: Squire D. Rushnell
President and 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.
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240,12b-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, D.C. 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 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 Section 232.201 or Section 232.201 of this
Chapter or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (Section 232.13 (b) of this chapter).
