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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, 1996
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/X/ 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
RENAISSANCE ENTERTAINMENT CORPORATION
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Full Name of Registrant
N/A
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Former Name if Applicable
4410 ARAPAHOE AVENUE, SUITE 200
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Address of Principal Executive Office (Street and Number)
BOULDER, COLORADO 80303
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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)
(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 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
State below in reasonable detail the reasons why Forms 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.
Due to the timing and difficulty of the reporting process and auditor review
the additional expense would be unreasonable.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/84)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
JAMES MCDONALD 303 444-8273
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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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RENAISSANCE ENTERTAINMENT CORPORATION
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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 MARCH 20, 1997 By /s/ JAMES MCDONALD
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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 (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 O-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 232.202 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).
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FORM 12b-25
PART III -- NARRATIVE
The annual report on Form-10K for the nine-month period ended December
31, 1996 (the Registrant filed Form 8-K on June 21, 1996, changing the
Registrant's fiscal year-end from March 31 to December 31), cannot be filed
within the prescribed period of time for the following reasons: (1)
Difficulties arising in completion of the audit, in part due to the company's
financing activities currently in progress; and (2) Additional time required
by Registrant and its auditors to provide the additional financing information
required by Form 10-K versus Form 10-KSB (this report being the first to be
filed on Form 10-K).
PART IV -- OTHER INFORMATION
Registrant's quarterly report on Form 10-QSB for the six-months ended
September 30, 1996, indicated that the Registrant would report a loss for the
nine-month period ended December 31, 1996. For the nine-month period ended
December 31, 1995, the Registrant reported unaudited sales of $10,469,824 and
a net income of $263,964 or $.07 per share. For the nine-month period ended
December 31, 1996, the Registrant expects to report increased sales of
approximately $14,375,000, but a net loss of approximately $1,750,000 as
compared to the same period last year. Increased sales are due to the
operation of two additional Faires, the Virginia Renaissance Faire and the New
York Renaissance Faire. The net loss is due primarily to: (1) increased costs
of a non-recurring nature associated with the construction of the Virginia
Faire; (2) three months additional operating expenses for the New York
Renaissance Faire, because the acquisition was accounted for under the pooling
of interests method; (3) a $380,000 writedown of Goodwill for the Southern
California Faire, and (4) the recognition as expense in 1996 of certain
costs, approximately $450,000, to be incurred in 1997, which costs are the
result of changing conditions at our Northern California Faire and which
became apparent to the Registrant in 1996.
