UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
OMB APPROVAL
OMB Number: 3235-0058
Expires: January 31,
2005
FORM 12B-25
Estimated average
burden
NOTIFICATION OF LATE FILING hours per
response..2.50
SEC FILE NUMBER 0-26173
CUSIP NUMBER 86386Q 20 4
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2002
[ ] 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:
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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
Student Advantage, Inc.
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Full name of Registrant
Not Applicable
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Former Name if Applicable
280 Summer Street
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Address of Principal Executive Office (Street and Number)
Boston, Massachusetts 02210
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City, State and Zip Code
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 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, 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.)
Student Advantage, Inc., a Delaware corporation (the "Registrant"), is
unable to timely file its Annual Report on Form 10-K for the fiscal year
ended December 31, 2002 (the "Form 10-K") without unreasonable effort or
expense because management of the Registrant has been dedicating
substantial efforts to obtaining additional financing, managing debt
obligations, pursuing possible divestitures and to corporate
restructuring and operational activities. The Form 10-K will be filed with
the Securities and Exchange Commission no later than the 15th calendar day
following the March 31, 2003 due date for the filing thereof.
PART IV
OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification
Sevim Perry (617) 912-2000
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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
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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 statement to be included in the subject report or portion
thereof? Yes [X] 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.
STUDENT ADVANTAGE, 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
thereunto duly authorized.
Date: April 1, 2003 By:/s/ Raymond V. Sozzi, Jr.
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Name: Raymond V. Sozzi, Jr.
Title: President and Chief Executive
Officer
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).