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UNITED STATES \ OMB APPROVAL \
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SECURITIES AND EXCHANGE COMMISSION \ OMB Number 3235-0058 \
Washington, D.C. 20549 \ \
FORM 12b-25 \ Expires: January 31, 2002 \
\ Estimated average burden \
\ hours per response 2.50 \
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\ SEC FILE NUMBER \
NOTIFICATION OF LATE FILING \ \
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\ CUSIP NUMBER \
(Check One): [_] Form 10-K [X]-Form 20-F [_] Form 1l-K [_] Form 10-Q [_] Form N-SAR \ \
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For Period Ended: December 31, 2000
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[_] 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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Read Instruction (on back page) 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.
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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:
________________________________________________________________________________
PART I - REGISTRANT INFORMATION
Bright Station plc
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Full Name of Registrant
The Dialog Corporation plc
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Former Name if Applicable
The Communications Building, 48 Leicester Square
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Address of Principal Executive Office (Street and Number)
London WC2H 7DB, England
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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;
(b) The subject annual report, semi-annual report, transition report on
[X] 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 or portion thereof, could not be filed within
the prescribed time period.
The information set forth under the heading "Chairman's Statement" on pages 1
and 2 of the Bright Station plc Annual Report 2000 contained in its Report on
Form 6-K date June 21, 2001 is incorporated herein by reference. Bright Station
plc (the "Company") has reported a major restructuring of its operations in
order to focus on the future growth of its Web Solutions businesses through its
Smartlogik subsidiary (the "Restructuring"), resulting in the discontinuance of
significant operations; the eCommerce businesses, Sparza and OfficeShopper. In
addition, the Company is conducting an offer of its Ordinary shares exempt from
registration under the Securities Act of 1933, as amended (the "Offer"), which
the Company expects will raise approximately (Pounds)12 million ($16.8 million)
to help develop the Company's new focus.
The disruption resulting from the restructuring and the efforts involved in
arranging the Offer, preparing the materials to be distributed to stockholders
and obtaining the approval of stockholders of the Company as it relates to the
Offer and the Restructuring required significant management attention and
accounting resources that could not be eliminated by the Company without
unreasonable effort or expense. For the foregoing reasons, the Company will be
unable to provide its auditors with complete financial information to facilitate
the audit of the Company's financial statements and as a result requires
additional time to prepare its Annual Report on Form 20-F for the fiscal year
ended December 31, 2000.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jonathan Ball +44 20 7925 7698
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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, [X] Yes [_] No
identify report(s).
___________________________________________________________________________
(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.
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Bright Station plc
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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 June 28, 2001 By /s/ David G. Mattey
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David G. Mattey
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule l2b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form l2b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
In connection with question 3 of Part IV of Bright Station's Form 12b-
25, the following is a narrative and quantitative explanation of anticipated
change in results of operations from the corresponding period for the last
fiscal year to be reflected by Bright Stations earnings statement in its to be
filed Form 20-F:
Narrative and Quantitative Explanation of Anticipated Change
The following profit and loss account has been prepared according to UK GAAP:
Consolidated Profit And Loss Account For The Year Ended 31 December 2000
Restated
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Continuing Discontinued Total Continuing Discontinued Total
Operations Operations Operations Operations
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2000 1999
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(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
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Turnover 8,498 49,144 57,642 9,319 165,133 174,452
Cost of sales (2,044) (22,100) (24,144) (1,389) (66,785) (68,174)
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Gross profit 6,454 27,044 33,498 7,930 98,348 106,278
Operating costs (28,605) (27,058) (55,663) (9,434) (77,599) (87,033)
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Operating (loss)/profit (22,151) (14) (22,165) (1,504) 20,749 19,245
Exceptional items - (101,688) (101,688) - (911) (911)
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(Loss)/profit on ordinary activities
After exceptional items (22,151) (101,702) (123,853) - (911) 18,334
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Interest receivable 762 305
Amounts written off investments (1,944) (4,619)
Interest payable and similar charges (6,659) (18,366)
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(Loss)/profit on ordinary activities
before taxation (131,694) (4,346)
Taxation on (loss)/profit on ordinary
activities (271) (1,478)
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(Loss)/profit on ordinary activities
after taxation (131,965) (5,824)
Minority equity interests (37) (50)
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Retained (deficit)/profit (132,002) (5,874)
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(Loss)/earnings per share (pence) (78.9) (3.9)
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Anticipated changes in the 2000 operating results versus the 1999 results (both
prepared according to UK GAAP) include the following:
. Group turnover was (Pounds)57.6 million (approximately $80.8 million)
in 2000 compared to (Pounds)174.5 million (approximately $244.7
million) in 1999. The decrease primarily was due to the disposal of the
Company's Information Services Division, which contributed
(Pounds)165.1 million (approximately $231.5 million) in revenues in
1999.
. Cost of sales decreased from (Pounds)68.2 million (approximately $95.6
million) in 1999 to (Pounds)24.1 million (approximately $33.8 million)
in 2000. The decrease primarily was due to the disposal of the
Company's Information Services Division. The cost of continuing
operations increased from (Pounds)1.3 million (approximately $1.8
million) in 1999 to (Pounds)2.0 million (approximately $2.8 million) in
2000 as the Company increased its costs in an effort to generate
additional revenues.
. Operating costs decreased from (Pounds)87.0 million (approximately
$122.1 million) in 1999 to (Pounds)55.6 million (approximately $78
million). The decrease was primarily due to the disposal of the
Company's Information Services Division. The operating costs related to
continuing operations increased from (Pounds)9.4 million (approximately
$13.2 million) in 1999 to (Pounds)28.6 million (approximately $40.1
million) in 2000, reflecting the Company's increased investment in
personnel (and associated costs such as facilities) throughout the
Company's continuing businesses.
. Following the disposal of the Company's Information Services Division,
the Company decided to change its accounting policy regarding
amortization of product development costs/goodwill. Formerly, the
Company's policy was to capitalize costs associated with the
development of the host computer systems and the development of new
products under UK GAAP. In recognition that the Company's eCommerce,
Web Solutions and Ventures divisions were not mature and in the light
of changing industry practice, the Company's new policy is that
development costs associated with these divisions are expensed to the
profit and loss account as incurred, bringing the policy for these
divisions into line with US GAAP. The results for 2000 have been
prepared on this basis and the results for 1999 have been restated to
reflect this change in policy.
. Amounts written off for investments were (Pounds)1.9 million
(approximately $2.7 million) in 2000 compared to (Pounds)4.6 million
(approximately $6.4 million) in 1999. The charge for 2000 represents a
provision against the carrying value of the Company's portfolio of
minority investments arising following the significant change in market
conditions and sentiment towards early stage Internet companies.
. On 4 May 2000, the Company disposed of its Information Services
Division, recognizing a loss on disposal (Pounds)101.7 million
(approximately $142.6 million), calculated according to UK GAAP.
The complete Management's Discussion and Analysis of each year's operating
results will be included in the actual Form 20-F.