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--SCHEDULE 12b-25--
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: April 30, 2000
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[ ] 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:
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PART I - REGISTRANT INFORMATION
Video City, Inc.
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Full Name of Registrant
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Former Name if Applicable
9998 Global Road 2/nd/ Floor
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Address of Principal Executive Office (Street and Number)
Philadelphia, Pennsylvania 19047
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City, State and Zip Code
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)
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Table of Contents
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NT 10-Q
PART III........................................................... 2
PART IV............................................................ 2
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| (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
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
| filed on or before the fifteenth calendar day following the
[X] | prescribed due date; or the subject quarterly report of 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
Video City, Inc. (the "Company") previously reported that the Company and
West Coast Entertainment Corporation ("West Coast") entered into an Agreement
and Plan of Merger (the "Merger Agreement") in August 1999. In addition,on March
3, 2000, the Company entered into a Management Agreement (the "Management
Agreement") with West Coast pursuant to which the Company will manage and
operate West Coast's business until the closing of the proposed merger between
the Company an West Coast. Concurrent with the execution of the Management
Agreement, the directors and executive officers of West Coast resigned and Video
City moved its principal executive offices from Torrance, California to
Philadelphia, Pennsylvania. The efforts involved in restructuring the Company's
operations, moving the offices to Philadelphia, taking on the management of West
Coast, and conducting the necessary due diligence and arranging of financing
required by the merger, have required significant management attention and
accounting resources which could not be eliminated by the Company without
unreasonable effort or expense. For the foregoing reasons, the Company requires
additional time to prepare its Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 2000.
A significant change in results of operations from the corresponding period
for the last fiscal quarter is anticipated to be reflected in the earnings
statement to be included in the Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 2000. The change is primarily due to the sale of the
assets of 49 stores in July 1999, merger costs and restructuring charges mainly
consisting of severance obligations to employees, lease liability for the
executive offices in Torrance, California and a non-cash write down of leasehold
improvements for the Torrance facility. The Company has not finalized the
entries related to the above adjustments.
(Attach Extra Sheets if Needed)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Rudolph Patino (215) 856-2560
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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 answer is
no, identify report(s). [X] Yes [ ] No
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(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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Video City, 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 June 15, 2000 By /s/ Rudolph R. Patino
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Rudolph R. Patino
Chief Financial 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). |
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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 ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
SEC 1344 (2-99)
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