UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 000-32989
CUSIP NUMBER: 059361-10-5
(Check One): Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [X]
Form N-SAR [ ]
For Period Ended: December 31, 2003
[ ] 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: ___________________
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
BAM! Entertainment, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable:
333 West Santa Clara Street, Suite 716
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Address of Principal Executive Office (Street and Number)
San Jose, California 95113
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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 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 of 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
The Registrant could not review and complete its Quarterly Report on Form
10-Q without incurring unreasonable effort and expense in connection with
accurately preparing and presenting all necessary disclosures. The Registrant
will file its Quarterly Report on Form 10-Q as soon as possible, and in any
event no later than the fifth calendar day following the prescribed due date for
such report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stephen Ambler (408) 298-7500
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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 answer is no,
identify report(s). Yes [X] 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? 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.
Please see the Registrant's Consolidated Statements of Operations for the
three months and six months ended December 31, 2003 and 2002 attached hereto as
Exhibit A for a comparison of results of operations for the comparable periods
in the current and prior fiscal years.
BAM! Entertainment, 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: February 17, 2004 By: /s/ Stephen Ambler
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Name: Stephen Ambler
Title: Chief Financial Officer
EXHIBIT A
BAM! ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------ ------------------------
2003 2002 2003 2002
-------- -------- -------- --------
Net revenues $ 5,923 $ 22,005 $ 7,286 $ 30,745
Costs and expenses:
Cost of revenues
Cost of goods sold 3,720 14,315 4,353 18,752
Royalties, software costs, and
license costs 3,238 9,430 3,919 13,626
Project abandonment costs -- 3,686 105 5,613
-------- -------- -------- --------
Total cost of revenues 6,958 27,431 8,377 37,991
Research and development (exclusive of
amortization of deferred stock compensation) 679 755 1,217 2,048
Sales and marketing (exclusive of amortization of
deferred stock compensation) 1,395 4,152 1,577 7,012
General and administrative (exclusive of
amortization of deferred stock compensation) 1,550 2,352 2,810 4,392
Amortization of deferred stock compensation* 36 133 109 294
Litigation settlement -- -- (650) --
Restructuring costs 69 451 245 451
-------- -------- -------- --------
Total costs and expenses 10,687 35,274 13,685 52,188
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Loss from operations (4,764) (13,269) (6,399) (21,443)
Interest income 1 79 2 143
Interest expense (321) (258) (349) (526)
Other income (expense) (37) 19 (40) (24)
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Net loss $ (5,121) $(13,429) $ (6,786) $(21,850)
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Net loss per share:
Basic and diluted $ (0.31) $ (0.92) $ (0.43) $ (1.49)
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Shares used in computation:
Basic and diluted 16,748 14,669 15,736 14,632
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*Amortization of deferred stock compensation:
Research and development $ 1 $ 11 $ 2 $ 24
Sales and marketing 1 7 2 16
General and administrative 34 115 105 254
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$ 36 $ 133 $ 109 $ 294
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