U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-21878 CUSIP NUMBER: 828815 10 0
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 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:
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: N/A
PART I--REGISTRANT INFORMATION
FULL NAME OF REGISTRANT: Simon Worldwide, Inc.
FORMER NAME IF APPLICABLE: Cyrk, Inc.
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE: 101 Edgewater Drive, Wakefield, MA 01880
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 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
[ ] (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 and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or portion thereof could not be filed
within the prescribed period.
As set out below, Simon Worldwide, Inc. (the "Company") and its
subsidiary, Simon Marketing, Inc. ("SMI"), have recently experienced a number of
unanticipated events including the loss of significant customer relationships,
the resignation of certain executive officers, and multiple lawsuits filed
against the Company and SMI, which have made it impossible to file its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2001 on time without
unreasonable effort or expense.
On August 21, 2001 the Company was informed that one of SMI's employees
had allegedly engaged in illegal activities in connection with certain
promotional games administered by SMI on behalf of McDonald's Corporation
("McDonald's"). On August 21, 2001, McDonald's terminated its 25-year
relationship with SMI and shortly thereafter, Philip Morris Incorporated
("Philip Morris") and several other significant clients terminated their
relationships with SMI and/or the Company. Due to the loss of
these clients, on September 21, 2001, the Company announced that SMI eliminated
94 jobs in order to reduce operating costs. The Company and SMI are continuing
to implement further job eliminations. Additionally, SMI recently lost its Chief
Financial Officer. On September 17, 2001, the Company announced that as a result
of the allegedly illegal activities of one SMI employee involving the
administration of certain of McDonald's promotional games, the Company and SMI
had been named as defendants in numerous class and representative actions filed
across the country. On October 30, 2001 the Company announced that McDonald's
filed a complaint against the Company and SMI in Illinois federal court and the
Company and SMI filed a complaint against McDonald's in California state court.
Furthermore, there has been a recent disruption of the Company's IT service at
its principal executive offices where the Company's financial office is based,
leaving the Company without access to significant financial and accounting
information located within the Company's computer system.
The Company is currently evaluating courses of action with respect to
the above events. These events have posed certain unanticipated difficulties in
obtaining financial and other information, including information from certain of
the Company's foreign subsidiaries, necessary for the Company's 10-Q filing
which cannot be obtained without unreasonable effort or expense.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Allan I. Brown
(310) 552-6826
(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
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 Company's business has been heavily concentrated with McDonald's
and to a lesser extent, Philip Morris. Net sales to McDonald's accounted for 67%
of total net
sales in the first nine months of 2000. Net sales to Philip Morris accounted for
9% of total net sales in 2000. Net sales to McDonald's and Philip Morris
accounted for 80% and 8%, respectively, of total net sales in the first nine
months of 2001. Because of the termination of the Company's relationship with
McDonald's, Philip Morris and other of its customers, the results of the
Company's operations for the third quarter of 2001 and the nine months then
ended will be significantly negatively impacted.
SIMON WORLDWIDE, INC. has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: November __, 2001 SIMON WORLDWIDE, INC.
By: /s/ Allan I. Brown
------------------------------
Allan I. Brown
Chief Executive Officer
and President