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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION --------------------
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| May 31, 1997 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
| hours per |
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K | response....2.50 |
[X] Form 10-Q [_] Form N-SAR --------------------
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For Period Ended: March 31, 1996 | SEC FILE NUMBER |
------------------------------------ | 0-13806 |
[_] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K | CUSIP NUMBER |
[_] Transition Report on Form 10-Q | 23323Q-104 |
[_] 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
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Full Name of Registrant
DMX Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
11400 West Olympic Blvd., Suite 1100
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City, State and Zip Code
Los Angeles, CA 90064-1507
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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, Form N-SAR, or portion thereof, will
[X] | be filed on or before the fifteenth 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.
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Registrant's Quarterly Report on Form 10-Q could not be filed by Registrant
within the period prescribed for such report because of Registrant's difficulty
in compiling financial data and information required in connection with the
Form 10-Q as a result of the events described in the attached press release.
(Exhibit I). The reasons described herein for the delay in filing the
Registrant's Form 10-Q could not be eliminated without unreasonable effort
or expense.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6-94)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
J. Wendy Kim (310) 444-1744
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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 reports) been filed?
If the 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? [_] Yes [X] 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.
SEE ATTACHED NARRATIVE
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DMX 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 May 13, 1996 By /s/ J. Wendy Kim
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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 or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
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Contact: Wendy Kim - DMX Inc. (310) 444-1744
Rob Manning - DMX Inc. (310) 444-1744
FOR IMMEDIATE RELEASE
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TCI TO INCREASE STAKE IN DMX(R)
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LOS ANGELES, MAY 15, 1996--DMX Inc. ("DMX") (NASDAQ:TUNE), has today
announced a series of transactions with Tele-Communications, Inc. (TCI, symbol
"TCOMA") which will increase the stake in DMX held by TCI and its affiliates
from approximately 14 percent to approximately 45 percent. Upon completion of
all of the transactions, DMX will have approximately 59.6 million shares
outstanding.
DMX will complete the previously announced merger with TCI-Euromusic, Inc.,
a subsidiary of TCI. Through the merger DMX will acquire the 49 percent interest
in DMX-Europe N.V. (DMX-E) held by Telecommunications International, Inc.
(symbol "TINTA"), in exchange for 10.8 million shares of common stock of DMX.
TCI holds approximately 82% of the outstanding stock of TINTA, which is a public
reporting company. The merger gives DMX sole ownership of DMX-Europe. As a
result of the merger, DMX Inc. will have acquired the debt obligations of DMX-E
to TCI-Euromusic, Inc., and will be relieved of certain debt obligations of DMX
to TCI-Euromusic, Inc. TINTA will have the right to appoint two members of DMX's
board of directors.
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Page Two
In a related transactions, TCI has agreed to purchase an additional 4.5
million shares of common stock from DMX for $9 million, of which $5 million will
be used to pay outstanding debts and payables of DMX and DMX-E. The remaining
proceeds received from the stock sale to TCI will be used to fund the operations
of DMX and DMX-E in the immediate future. During that time DMX will explore
various alternatives to fund the expected continuing losses of the European
operations.
In a separate purchase, TCI has agreed to buy all 5.7 million shares of DMX
stock owned by Steve Wynn at $2 per share, the same price paid by TCI in its
purchase of additional stock from the Company. Mr. Wynn has resigned as a
director of DMX.
Two new board members of DMX were also announced. Donne E. Fisher and Leo
J. Hindery, Jr. will fill immediate vacancies created by the resignations of
Steve Wynn and Tom Oliver.
Donne Fisher has been a director of TCI since 1980. Mr. Fisher served as
executive vice president of TCI until January 1996 when he retired, and he now
serves as a consultant to TCI.
Leo Hindery founded InterMedia Partners, a multi-system cable television
operator, and is managing general partner and CEO of InterMedia and its
affiliated entities.
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Page Three
"I am pleased by TCI's show of support as demonstrated by their increased
involvement in DMX," said Jerold H. Rubinstein, chairman of the board and CEO.
"TCI has been supportive of our service from the very beginning and their
involvement with us is important as we move into the digital compression era. We
will continue to build and enhance DMX as a brand name consumer product and
music service for the residential and commercial marketplace."
DMX said that as a result of its continuing losses, it no longer meets the
requirements to be listed on the NASDAQ national quotation system, and will be
delisted unless it can make arrangements to meet those requirements. The Company
has requested an extension of time to comply with those requirements. The
Company stated that it intends during this time to take steps to qualify for
continued listing on the national quotation system or for trading on the NASDAQ
small capital market.
The nation' leading premium digital music provider, DMX was launched in
late 1991. DMX is now available in 40 million homes and businesses in the United
States, Canada, Europe, Central and Latin America, South Africa, Israel and the
Caribbean. The system offers up to 120 distinctly programmed channels such as
classical, pop, Latin, urban, rock, jazz and country, along with many specialty
and international channels such as Swiss Folk, various German language channels,
Chinese, Flemish, Brazilian, World Beat and Hebrew.
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