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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 00-21315
CUSIP Number: 682160106
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 2001
[ ] 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:
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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: Not applicable.
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
On Command Corporation
Former Name if Applicable
Not Applicable
Address of Principal Executive Office (Street and Number):
7900 E. Union Ave.
City, State and Zip Code:
Denver, Colorado 80112
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PART II - RULES 12b - 25(b) AND (c)
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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, Form 11-K or Form N-SAR, or portion thereof will 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
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Form 10-K, 10-KSB, 20-F, 11-K,
10-Q, 10-QSB, N-SAR or the transition report or portion thereof could not be
filed within the prescribed time period:
The Registrant has discovered in connection with the preparation of its
financial statements (the "Q1 Financial Statements") to be included in its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (the
"Quarterly Report"), that a charge to be recorded in the Q1 Financial Statements
in connection with a recent litigation settlement will require a review of
certain information in connection with the Registrant's historical financial
statements. This review could not be completed accurately in a timely manner
without unreasonable effort or expense, and therefore it was impossible for the
Registrant to complete the Quarterly Report prior to the filing deadline. The
Registrant expects that the Quarterly Report will be filed within five days.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Craig Troyer
Baker Botts L.L.P. (212) 705-5063
(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
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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?
[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 changes can not be made.
On Command Corporation
(Name of Registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 16, 2001 By: /s/ Kathryn L. Hale
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Name: Kathryn L. Hale
Title: Senior Vice President and
Chief Financial Officer
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ATTACHMENT TO FORM 12b-25 OF ON COMMAND CORPORATION
The Registrant anticipates that the Quarterly Report will report a net
loss applicable to common stockholders of approximately $19.3 million for the
quarter ended March 31, 2001 as compared to the previously reported loss of $4.6
million for the quarter ended March 31, 2000. As will be described in more
detail in the Quarterly Report, the anticipated increase in the Registrant's net
loss for the quarter ended March 31, 2001 as compared to the corresponding
period in 2000 is attributable to a decrease in revenue, increases in
operating expenses, selling, general and administrative expenses and expenses
for depreciation and amortization, relocation and interest,as well as a charge
in connection with a recent litigation settlement, partially offset by
decreases in direct costs and research and development expenses.