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, 2001
[ ] 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.
Registrant is in negotiation to finalize the agreements relating to its
contracts with Playboy Entertainment Group, Inc. ("Playboy") and settlement of
the amounts due to its transponder provider, the results of which may impact the
financial statements and will provide the reader with more accurate disclosures
in the subsequent events and forward-looking statements in the document. As a
result of these negotiations and the associated demands on senior management,
registrant was unable, without unreasonable effort or expense, to file its 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: 7/2/01 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
Net Loss. Directrix reported a net loss of approximately $10.1 million
for the year ended March 31, 2001 as compared to a net loss of $6.1 million for
the year ended March 31, 2000. The increase in net loss is primarily
attributable to a decrease in revenue from Emerald Media, Inc. ("EMI") of
approximately $3.5 million for the corresponding period. Increases in salary
expense, library amortization, depreciation expense, interest expense, and the
inclusion of broadband expenses in the year ended March 31, 2001 totaling
approximately $2.4 million were mostly offset by decreases in selling, general
and administrative expenses and satellite expenses of $1.5 million and $0.8
million respectively. Also contributing to the increase in net loss for the year
ended March 31, 2001 is the inclusion of a gain on the sale of Playboy stock of
approximately $0.4 million in the net loss for the year ended March 31, 2000.
Revenues. Directrix reported total revenue of $5.2 million for the year
ended March 31, 2001 as compared to total revenue of $8.8 million for the year
ended March 31, 2000. The decline in total revenue was primarily attributable to
a decline in revenue from EMI of $3.5 million, offset in part by a $0.2 million
increase in revenues from Playboy Entertainment Group, Inc. and Califa
Entertainment Group, Inc.
The decline in revenues from EMI was primarily attributable to the fact
that for first nine months of the corresponding prior period, EMI revenues were
recorded on an accrual basis and thereafter were recorded based on actual
receipts.