SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-22622
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, 1998
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[ ] 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: _________________________________________
Read attached instruction sheet 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.
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 Interactive Entertainment Limited
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Former name if applicable Sky Games International Ltd.
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Address of principal executive office (Street and number)
P.O. Box 241603
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City, State and Zip Code Memphis, Tennessee 38124-1603
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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 be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, 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.
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. (Attach extra sheets if needed.)
See attached Exhibit A.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Michael Irwin (901) 685-0200
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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 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
<PAGE>
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 Exhibit B.
Interactive Entertainment Limited
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 03/31/99 By /s/ Michael Irwin
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Michael Irwin
Controller
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 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 the 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.<PAGE>
EXHIBIT A
to Form 12b-25
The Registrant is unable to file its annual report on Form 10-K for
the period ended December 31, 1998 without unreasonable effort or expense,
on account of significant changes in the operations and management of the
Registrant. On November 12, 1998, the Registrant announced that it had
discontinued all operations associated with its Sky Games(TM) inflight
gaming business and would dispose of assets related to the inflight gaming
business. On December 22, 1998, the Registrant announced that it would
seek bids for its only other line of business, its Sky Play(TM) amusement
game business.
Following these announcements, the Registrant received a series of
communications from shareholders representing approximately 43% of the
Registrant's shares stating a clear interest in seeing that the Registrant
retain its assets and continue its operations. While the Registrant has
ceased to operate the inflight gaming business, it continues to operate the
Sky Play business.
The Registrant announced on November 12, 1998 that it had terminated
all of its employees. On January 25, 1999, Gordon Stevenson resigned as
President and CEO of the Registrant and as member of the Board of
Directors. On February 23, 1999, Laurence Geller, Phillip Gordon and Amnon
Shiboleth resigned as members of the Board of Directors. On March 8, 1999,
Charles Atwood and Judy Wormser resigned as members of the Board of
Directors. The Registrant currently has only 3 members of its Board of
Directors.
These fundamental changes in its operations and loss of all employees
and substantially all of the directors have made it difficult to determine
the effect of these changes. Therefore, preparation of financial
statements and descriptions of operations have been seriously delayed.
<PAGE>
EXHIBIT B
to Form 12b-25
The Registrant's November 12, 1998 announcement of its decision to
exit the inflight gaming business and a subsequent reversal of that
decision have brought into question the appropriate valuation of certain
assets; namely, goodwill of $13.2 million; an agreement with Singapore
Airlines of $1.9 million; and software of $2.1 million. The Registrant and
its auditors are attempting to determine the appropriate valuation of these
assets.
