Commission File No.: 0-25308
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X] Form 10-K and Form 10-KSB[ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB[ ] Form N-SAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
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 1
REGISTRANT INFORMATION
Full Name of Registrant: Overseas Filmgroup, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number):
8800 Sunset Boulevard, Third Floor
City, State and Zip Code: Los Angeles, CA 90069
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)
[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, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject Annual
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
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[ ] (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 and Form 10-KSB,
11-K, Form 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra
Sheets if Needed)
The Company's Annual Report on Form 10-K for the year ended December 31, 1999
could not be completed in time without unreasonable effort and expense to the
Company due to the inability of its limited staff to accurately compare the
information included in the Form 10-K.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Douglas McClure, Esq. 310 855-1199
(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 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.
It is anticipated that the Form 10-K will reflect the following changes in
results of operations from the prior fiscal year:
The Company's revenues for the year ended December 31, 1999 are expected to be
approximately $33.8 million, compared to approximately $25.6 million for the
year ended December 31, 1998. This was primarily due to revenue generated from
the film "Titus" (approximately $8.4 million) in the year ended December 31,
1999. The Company expects to record a loss of approximately $1,200,000 for the
year ended December 31, 1999, compared to net income of approximately $59,500
for the year ended December 31, 1998. This decrease was primarily due to lower
gross margins on films generating the greatest revenue during the year ended
December 31, 1999 and the write-off of approximately $1,100,000 in development
costs. The Company also expects to report an unrealized gain of approximately
$1.5 million resulting from an increase in the market price of shares of Yahoo!,
Inc. received by the Company in a share exchange between the Company and
broadcast.com inc.
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Overseas Filmgroup, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 30, 2000 By: /s/ William Lischak
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William Lischak
Chief Operating Officer and
Chief Financial Officer
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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 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17CFR 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 notification 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 (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).