SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 12b-25
Commission File Number 0-21150
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 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: Spice Entertainment Companies, Inc.
Former name if applicable: Graff Pay-Per-View Inc.
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.)
[X] (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 had several subsequent events including
the disposition of a subsidiary, the refinancing of its senior debt, revisons to
leases and the potential disposition of an investment in a partnership. Time
spent by management on these transactions and the determination of the impact
of these transactions in the financial statements did not permit timely filing
of the Form 10-K for the fiscal year ending December 31,1996 without
unreasonable effort and expense.
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.
Spice Entertainment Companies, 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 4/1/97 By: /s/ Harlyn C. Enholm
------------------------
Harlyn C. Enholm
Chief Financial Officer
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Statement to Form 12b-25
As a result of negotiations which commenced in November of 1996, the Company
completed the sale of a former wholly owned subsidiary, Spector Entertainment
Group, Inc. ("SEG"), in a transaction which closed on February 7, 1997. The
Company had acquired SEG in a merger which took effect on August 31, 1995 and
was accounted for as a pooling of interests. The treatment of SEG as a
discontinued operation will be reflected in the financial statements for the
fiscal years ended December 31, 1994, 1995 and 1996. Accordingly, approximately
$213,000 and $242,000 of income from the loss from continuing operations for the
fiscal years ending 1994 and 1995, respectively, has been reclassified to income
from the discontinued operations of SEG.
