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, 1997
[ ] 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.)
[ ] (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.
<PAGE>
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. As reported in a Current Report of Form 8-K filed
on February 6, 1998, the Company entered into a letter agreement dated February
4, 1998 with Playboy Enterprises, Inc. ("PEI") whereby PEI will acquire all of
the Company's outstanding stock. The closing is subject to, among other things
due diligence review and the completion of definitive documents. PEI and the
Company are currently negotiating definitive agreements and the Company has had
to provide responses to due diligence requests and prepare voluminous disclosure
schedules while completing its year-end audit. This has inhibited the Company's
ability to timely file its Form 10-K.
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 quantitatively, 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 3/31/98 By: /s/ Harlyn C. Enholm
_________________________________________
Harlyn C. Enholm, Chief Financial Officer
<PAGE>
Statement to Form 12b-25
Income (loss) from continuing operations increased from a loss of approximately
$5.4 million for the period ended December 31, 1996 to income of approximately
$4.3 million for the period ended December 31, 1997. This is attributable to
several factors including the following: (i) The Company recognized
approximately $5.15 million of non-recurring gains from the disposition of
assets and the amendment of the Company's transponder agreement. (ii) The
Company's transponder agreement was amended which resulted in it being
classified as an operating lease rather than a capital lease. This resulted in a
reduction in depreciation and interest expense which was partly offset by an
increase in satellite expenses. The net effect of the amendment was a reduction
of approximately $1.8 million in expense items attributable to treating the
Company's transponder agreement as an operating lease for nine months in 1997
versus capital lease treatment for all of 1996. (iii) The Company withdrew from
the hit movie business which resulted in a reduction in producer royalties and
minority interest.
