SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-21150
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: March 31, 2000
[ ] 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:
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:
PART I. REGISTRANT INFORMATION
Full name of registrant: Directrix, Inc.
Former name if applicable:
Address of principal executive office: 236 West 26th Street - 12W
New York, New York 10001
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 appropriate box.)
[ ] (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, 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.
Directrix, Inc. is a Delaware Corporation formed in 1998 in contemplation
of a merger ("Merger") between Spice Entertainment Companies, Inc. ("Spice") and
Playboy Enterprises, Inc. ("Playboy"). Directrix became a stand-alone entity on
the day following the March 15, 1999 closing of the Merger. To enable Directrix
to report a full year's worth of operations as a stand-alone entity and more
meaningfully reflect its operational results, the Board of Directors of
Directrix approved a change in Directrix' fiscal year to March 31 from December
31 on May 4, 1999. The three-month transition period from January 1, 1999 to
March 31, 1999 that preceded the start of the new fiscal year was presented in
the Form 10-QSB Transition Report filed on May 17, 2000 and will be presented
again in the Form 10-KSB Annual Report for the fiscal year ended March 31, 2000.
As Directrix had to complete a year end audit for the fiscal year ended March
31, 2000 and an audit for the transition period ended March 31, 1999, Directrix
was not able to prepare and file it's Form 10-KSB on a timely basis.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Donald J. McDonald, Jr. 212-741-6511
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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 the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Directrix, 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: 6/29/00 By: /s/ Donald J. McDonald, Jr.
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Donald J. McDonald, Jr., President, Director,
Chief Financial Officer and Principal Accounting
Officer
STATEMENT TO FORM 12B-25
Directrix commenced operations as a stand-alone business following its
spin-off from Spice Entertainment Companies, Inc. on March 16, 1999. Directrix
incurred net losses of $4.2 million and $1.7 million for the fiscal year ended
December 31, 1998 and the transition period ended March 31, 1999. For the year
ended March 31, 2000, Directrix incurred a net loss of $6.0 million. The
increase in net loss is primarily attributable to an increase in selling,
general and administrative expenses of 1.7 million and a decrease in revenue of
$0.8 million, offset by a gain on the disposal of Playboy Enterprises, Inc.
("Playboy") stock of approximately $0.4 million. The increase in selling,
general and administrative expenses is primarily attributable to an increase in
bad debt expense relating to Emerald Media, Inc. ("EMI") of $1.0 million for the
year ended March 31, 2000. The decline in total revenue was primarily
attributable to a decline in revenue from networks owned by Playboy and Califa
Entertainment, Inc. of $3.9 million offset by increases in revenue associated
with EMI of $3.0.