UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC File Number:
1-13290
NOTIFICATION OF LATE FILING
CUSIP Number:
84917P10
(Check one:) { } Form 10-K { } Form 20-F { } Form 11-K
{X} Form 10-Q { } Form N-SAR
For Period Ended: March 31, 2004
{ } 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: Not applicable
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: Not applicable
PART I - REGISTRANT INFORMATION
The Sports Club Company, Inc.
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Full Name of Registrant
Not applicable
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Former Name if Applicable
11100 Santa Monica Boulevard, Suite 300
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Address of Principal Executive Office (Street and Number)
Los Angeles, CA 90025
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City, State and Zip Code
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 unreasonable detail in Part III of the
form could not be eliminated without unreasonable effort or
expense;
(XX) (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion
thereof, will be filed
1
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, Form 20-F,
Form 11-K, Form 10-Q or Form N-SAR, or the transition report, or portion
thereof, could not be filed within the prescribed period. (Attach Extra Sheets
if Needed)
The registrant has been working diligently to prepare its consolidated
financial statements for the quarter ended March 31, 2004 and such consolidated
financial statements have been substantially completed. However, due to the
complexities associated with accounting for the impairment of property, plant
and equipment and the recoverability of goodwill, the required test work under
FAS #144 and FAS #142 has not been completed. It has been determined that the
Company will need to engage outside professionals to determine the fair value of
both the reporting units involved and their property, plant and equipment. As a
result of the above the registrant has not finalized its consolidated financial
statements and is unable to file its quarterly report on Form 10-Q for the
quarter ended March 31, 2004 within the prescribed period without unreasonable
effort or expense. The registrant expects to file its quarterly report on Form
10-Q for the quarter ended March 31, 2004 on or before May 24, 2004.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Timothy M. O'Brien 310-479-5200
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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).
{ } Yes {X} No
The registrant has not yet filed its annual report on Form 10-K for the
year ended December 31, 2003. The registrant expects to file the December 31,
2003 10-K within the extension period of this 10-Q (May 24, 2004)
(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
2
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.
The Sports Club Company, 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 14, 2004 By: /s/ Timothy M. O'Brien
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Timothy M. O'Brien
Chief Financial Officer