SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number:_______
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: February 3, 2001
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[ ] 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:
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PART I
REGISTRATION INFORMATION
Full name of the registrant Zany Brainy, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
2520 Renaissance Blvd.
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City, state and zip code King of Prussia, Pennsylvania 19406
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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, 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 or a portion thereof could not be filed within
the prescribed period (Attach extra sheets if needed):
As previously reported in the Registrant's Forms 8-K filed with the SEC
March 15, March 20, March 30, April 16 and May 1, 2001, the Registrant is in
default under its credit facility and its creditors have formed an informal
committee. The Registrant has been working with its current lender, its
creditors committee and a possible new lender that would replace its current
lender, as well as exploring various strategic alternatives, to provide the
Registrant with sufficient cash availability to operate its business. As a
result, the Registrant has been engaged in providing substantial data and
support to its reorganization efforts, including providing financial and other
information to, among other parties, the Registrant's current lender, potential
new lender and creditors committee. It has been unable, without unreasonable
expense and effort, to simultaneously compile the information necessary to
complete this filing within the prescribed time period. The Registrant intends
to complete the filing no later than May 21, 2001.
PART IV
OTHER INFORMATION
(1) Name and telephone number of the person to contact in regard to this
notification:
Daniel Kaufman (610) 278-7800
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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
(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 anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Registrant expects to report in its Form 10-K that its fiscal 2000
financial results were affected by several significant factors including: costs
and expenses that arose from the acquisition, and integration of Noodle
Kidoodle, Inc., which the Registrant acquired in July 2000, the contribution of
capital and later dissolution of the Registrant's Internet joint venture with
Online Retail Partners, Inc., and a decrease in comparable same store sales, all
of which contributed to the liquidity issues that the Registrant confronts. The
Registrant is not able to provide a reasonable estimate of these and other
changes in its results of operations for the year because it has not yet
finalized its financial statements for the fiscal year ended February 3, 2001.
Zany Brainy, 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: May 4, 2001 By: /s/ Thomas G. Vellios
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Thomas G. Vellios
Chief Executive Officer and President