SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0-21150 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR For Period Ended: June 30, 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 - Suite 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. Due to the potential resolution of subsequent events that may be disclosed in the report, Directrix was not able to prepare and file it's Form 10-QSB 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 -------------------------- ------------------------------ (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. -------------------------------------------- (Name of registrant as specified in charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: 8/14/00 By: /s/ Donald J. McDonald, Jr. --------------------------------------------------- Donald J. McDonald, Jr., President, Director, Chief Financial Officer and Principal Accounting Officer STATEMENT TO FORM 12B-25 Directrix reported a net loss of $2.1 million for the three months ended June 30, 2000, as compared to a net loss of $0.8 million for the corresponding period in 1999. The increase in net loss was primarily attributable to a decrease in revenue from EMI of $0.8 million. Also contributing to the increase in net loss was the inclusion of a gain on the sale of Playboy stock of approximately $0.5 million in the net loss for the three months ended June 30, 1999. Increases in salary expense, library amortization, satellite expense, depreciation expense and interest expense of approximately $0.1 million each were offset by a decrease in selling, general and administrative expenses of approximately $0.5 million. The decrease in revenue was primarily attributable to a decrease in revenue associated with the recording of EMI revenue based on cash receipts for the three months ended June 30, 2000 as compared to recording EMI revenue based on contractual amounts for the three months ended June 30, 1999. The decrease in selling, general and administrative expenses was primarily attributable to a decrease in provision for bad debt expense relating to EMI of $0.2 million and the inclusion of approximately $0.2 million of expense associated with the issuance of stock options to non-employee directors recorded in the three months ended June 30, 1999.