1 UNITED STATES SEC File Number SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 0-20570 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR For Period Ended: December 31, 1996 ------------------------------- [ ] 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: Not Applicable - -------------------------------------------------------------------------------- PART I - REGISTRANT INFORMATION - -------------------------------------------------------------------------------- Full Name of Registrant: HSN, Inc. - -------------------------------------------------------------------------------- Former Name if Applicable: Silver King Communications, Inc. - -------------------------------------------------------------------------------- Address of Principal Executive Office (STREET AND NUMBER): 2501 118th Avenue North, - -------------------------------------------------------------------------------- City, State and Zip Code: St. Petersburg, Florida 33716 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.) [ ] (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, 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) The filing of the Registrant's Annual Report on Form 10-K has been delayed due to the merger of certain subsidiaries of the Registrant on December 19, 1996 and December 20, 1996 with Savoy Pictures Entertainment, Inc. and Home Shopping Network, Inc., respectively. The preparation of consolidated financial statements and related disclosures has been a complex undertaking which has resulted in this filing and the need for additional time to complete the disclosure process. 2 PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification James G. Gallagher 813 556-6765 -------------------------- ----------- ------------------ (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 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. The Registrant's results have changed significantly due to the aforementioned mergers. An excerpt from the Registrant's earnings release dated February 26, 1997 is attached hereto as Exhibit A. - -------------------------------------------------------------------------------- HSN, 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 March 28, 1997 By /s/ Jed B. Trosper ----------------------------- ---------------------------------------- Jed B. Trosper Vice President, CFO and Treasurer 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). 3 EXHIBIT A HSN, INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31, --------------------------- 1996 1995 --------------------------- REVENUES Broadcasting, net . . . . . . . . . . . . . . . . . $ 44,584 $ 46,628 Home Shopping . . . . . . . . . . . . . . . . . . . 30,588 -- --------- --------- Total Revenues . . . . . . . . . . . . . . . . . 75,172 46,628 Operating costs and expenses: Cost of sales . . . . . . . . . . . . . . . . . 20,974 591 Engineering and programming . . . . . . . . . . . . 1,470 -- Selling, general and administrative . . . . . . . . 33,630 26,110 Depreciation and amortization . . . . . . . . . . . 15,486 14,466 Other charges . . . . . . . . . . . . . . . -- 2,603 --------- --------- Total operating expenses . . . . . . . . . . . . 71,560 43,770 --------- --------- OPERATING PROFIT . . . . . . . . . . . . . . . 3,612 2,858 Other income (expense): Interest expense, net . . . . . . . . . . . . . . . (8,603) (7,031) Miscellaneous . . . . . . . . . . . . . . . . . . . 44 549 --------- --------- (8,559) (6,482) --------- --------- Loss before income taxes and minority interest . . . (4,947) (3,624) --------- --------- Income tax expense . . . . . . . . . . . . . . . . . (1,872) 218 Minority interest in Home Shopping Network and SF Stations . . . . . . . . . . . . . . . . . 280 -- --------- --------- NET LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . $ (6,539) $ (3,406) ========= ========= Weighted average number of common shares . . . . . . . . . . 10,858 9,084 ========= ========= Net loss per common share . . . . . . . . . . . . . . . . . . $(.60) $(.37) ========= =========