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COMMISSION FILE NUMBER
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CUSIP NUMBER
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: 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:______________________________________
Read attached instruction sheet 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.
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: Media Bay, Inc.
Former name if applicable
2 Ridgedale Avenue
________________________________________________________________________________
Address of Principal Executive Office (Street and number):
Cedar Knolls, New Jersey 07927
________________________________________________________________________________
City, state and zip code:
________________________________________________________________________________
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 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 why the 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. (Attach extra sheets if needed.)
The Form 10-KSB for the year ended December 31, 2000 could not be filed
within the prescribed time period due to unanticipated delays arising in
connection with its preparation.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John F. Levy 973 539-9528
-------------------------- -------------------- -----------------------
(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.
See Atachment.
Media Bay, 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 April 3, 2001 By /s/ John F. Levy
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John F. Levy
Executive Vice President and
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
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 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, DC 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 12b-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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
ATTACHMENT TO PART IV OF
FORM 12B-25 OF
MEDIA BAY, INC.
WITH RESPECT TO ITS FORM 10-KSB
FOR THE YEAR ENDED DECEMBER 31, 2000
The registrant expects that its results of operations for the year ended
December 31, 2000, as reflected in its consolidated statements of operations to
be included in the Form 10-KSB for the year ended December 31, 2000, will
reflect the following changes from the last fiscal year:
An increase in operating loss to approximately $49,815,000 for the year
ended December 31, 2000, from approximately $2,189,000 for the year ended
December 31, 1999, primarily attributable to a non-cash write-down of goodwill
of approximately $38,226,000 resulting from a determination by the registrant
that certain long-lived assets previously acquired by the registrant had become
impaired.
In April 2000, the registrant repaid $20.3 million of its bank debt out of
the net proceeds from its follow-on primary offering. Accordingly, the
registrant recorded a non-cash extraordinary loss of $2.2 million relating to
write-off of deferred financing fees incurred in connection with such debt.
An increase in net loss to approximately $54,648,000 for the year ended
December 31, 2000, from approximately $6,707,000 for the year ended December 31,
1999, primarily due to the write-down of goodwill noted above.