UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 000-24452
Washington, D.C. 20549
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) __ Form 10-K __ Form 20-F __ Form 11-K X Form 10-Q __ Form N-SAR
For Period Ended: August 31, 1999
[ ] 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 the 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
RMS TITANIC, INC.
--------------------------------------------------------------------------------
Full Name of Registrant
N/A
--------------------------------------------------------------------------------
Former Name if Applicable
17 BATTERY PLACE
--------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
NEW YORK, NEW YORK 10004
--------------------------------------------------------------------------------
City, State and Zip Code
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 appropriate box)
X (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
__ (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of 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 the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
Without unreasonable effort and expense, management of the registrant does
not have adequate opportunity to review the contents of the subject report so
as to make the filing thereof within the prescribed time period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
George Tulloch (212) 558-6300
-------------------------- ----------- ------------------
(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 reports been
filed? If 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.
--------------------------------------------------------------------------------
RMS TITANIC, INC.
------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: October 18, 1999 By: /s/ GEORGE TULLOCH
---------------- -------------------------------
George Tulloch
Principal Executive 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
persons 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 INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-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, D.C. 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 amendment 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 (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
1
(IV) The registrant estimates revenue of approximately $1,424,000 for the
quarter ended August 31, 1999, as compared to revenue of $4,642,799 for the
quarter ended August 31, 1998. This change in the results of operations is
primarily attributable to the registrant's recognition of revenue of
approximately $3,300,000 from licensing fees relating to the Company's 1998
expedition to the Titanic during the quarter ended August 31, 1998, against
which the Company incurred expedition costs attributable to such licensing fees
of $1,845,000 during the quarter ended August 31, 1998. In comparison, the
Company did not conduct a 1999 expedition to the Titanic, and recognized
revenues of approximately $5,000 from licensing fees during the quarter ended
August 31, 1999. The Company's revenue from exhibitions and related merchandise
sales increased to approximately $1,370,000 during the quarter ended August
31, 1999 from $1,073,511 during the quarter ended August 31, 1998.
Additionally, the registrant had merchandise, book and other revenues of
approximately $37,000 during the quarter ended August 31, 1999, as compared to
$157,511 during the quarter ended August 31, 1998. The Company's revenues from
the sale of coal decreased from $46,127 during the quarter ended August 31,
1998 to approximately $13,000 during the quarter ended August 31, 1999. The
registrant's general and administrative expenses increased from $477,384 during
the quarter ended August 31, 1998 to approximately $705,000 during the quarter
ended August 31, 1999, principally as a result of an increase in exhibition
expenses related to the installation and deinstallation of the Company's
exhibition in Atlantic City, New Jersey, and an increase in professional fees,
executive compensation and insurance costs. Additionally, the registrant had
depreciation expense of approximately $68,000 during the quarter ended August
31, 1999 as compared to depreciation expense of $55,225 during the quarter
ended August 31, 1998.
Income before taxes was approximately $663,000 for the quarter ended
August 31, 1999 as compared to $2,127,108 for the quarter ended August 31, 1998.
After provision for income taxes of approximately $250,000 for the quarter ended
August 31, 1999 as compared to $889,299 for the quarter ended August 31, 1998,
the registrant had net income of approximately $413,000 for the quarter ended
August 31, 1999 as compared to $1,237,809 for the quarter ended August 31, 1998. |
