SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 12b-25
Commission File Number 0-21150
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 1996
[ ] 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 Graff Pay-Per-View Inc.
Former name if applicable
Address of principal executive office: 536 Broadway
New York, New York 10012
Part II. Rule 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.)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 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. The Company is in the middle of several
significant transactions for which adequate disclosure could not be timely
prepared. In addition, the Company's Motion for a Preliminary Injunction of
enforcement of Section 505 of the Communications Decency Act of 1996 was deni
ed on November 8, 1996. The Company is analyzing the impact on its business if
Section 505 takes effect and has been unable to timely assemble the requisite
information to provide meaningful disclosure to permit timely filing of the
Form 10-Q for the quarter ending September 30, 1996.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Daniel J. Barsky 212-941-1434
(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 quantitaitively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Graff Pay-Per-View Inc.
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 11/14/96
By: /s/ Harlyn C. Enholm
------------------------
Harlyn C. Enholm
Chief Financial Officer
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Attachment to Form 12b-25
The Company will report a net loss for the three month and nine
month periods ended September 30, 1996 of approximately $1.6 million and
$3.5 million, respectively as compared with net loss of approximately $1.2
million and $1.4 million for the corresponding
periods from the prior year.
