SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported):
July 10, 1996
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GT INTERACTIVE SOFTWARE CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27338 13-3689915
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
16 EAST 40TH STREET, NEW YORK, NY 10016
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 726-6500
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Item 5. Other Events.
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Acquisition of Humongous Entertainment, Inc.
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Pursuant to the terms of an Agreement and Plan of Reorganization, dated
July 9, 1996, by and among GT Interactive Software Corp., a Delaware corporation
(the "Company"), GT Newco Corp. ("GT Newco"), a wholly owned subsidiary of the
Company, and Humongous Entertainment, Inc., a Washington corporation
("Humongous"), GT Newco merged with and into Humongous, with Humongous surviving
the merger. On July 10, 1996, the effective time of the merger (the "Effective
Time"), the separate existence of GT Newco ceased and Humongous became a wholly
owned subsidiary of the Company. At the Effective Time, all issued and
outstanding equity securities of Humongous were converted into 3,458,375 newly
issued shares of the Company's common stock. In addition, all outstanding
options to purchase capital stock of Humongous were exchanged for options for an
aggregate of 541,625 shares of the Company's common stock.
Item 7. Financial Statements and Exhibits.
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Exibit No. Description
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99.1 Form of Press Release Issued by the Company on July
10, 1996.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GT INTERACTIVE SOFTWARE CORP.
By: /s/RONALD CHAIMOWITZ
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Ronald Chaimowitz
Chief Executive Officer and
Director
Date: July 15, 1996
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EXHIBIT INDEX
Exibit No. Description
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99.1 Form of Press Release Issued by the Company on July
10, 1996.
EXHIBIT 99.1
Contact: (media) (investors)
Allyne Mills / [email protected] Dawn Berrie
Dan Harnett / [email protected] [email protected]
(212) 726-4202 (212) 726-4235
John Uppendahl / [email protected]
(206) 486-9258 X1127
FOR IMMEDIATE RELEASE
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GT INTERACTIVE ACQUIRES HUMONGOUS ENTERTAINMENT,
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A LEADING CHILDREN'S SOFTWARE PUBLISHER
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Company That Created Putt-Putt, Freddi Fish, Fatty Bear and Pajama Sam
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to Become a GT Interactive Publishing Studio
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NEW YORK, NY, July 10, 1996 - Solidly positioning itself in the children's
software market while increasing its portfolio of popular children's characters
and content, GT Interactive Software Corp. (NASDAQ: GTIS) has acquired Humongous
Entertainment, Inc., a premiere developer and publisher of quality children's
software, in a pooling of interests transaction in which four million shares of
GT Interactive common stock were exchanged for all of the outstanding shares of
Humongous Entertainment.
Humongous Entertainment has been cited by USA Today as one of "Six Firms Worth
Watching in '96" and featured as one of "25 Cool Companies" in Fortune magazine
in 1995. Humongous Entertainment's award-winning Windows(R) and Macintosh(R)
CD-ROMs feature some of the industry's most recognizable children's characters,
including Putt-Putt(R), Freddi Fish(TM), Fatty Bear(TM), Buzzy the Knowledge
Bug(TM) and newcomer Pajama Sam(TM). Putt-Putt, the lovable purple car, was
recently described as "the most popular character ever to roll into the Kids'
Lab" by Home PC magazine, while Humongous Entertainment's award-winning PuttPutt
Saves the Zoo(TM), was named "the best kids' CD-ROM game on shelves today" by
Newsweek magazine.
"Humongous Entertainment is one of the most respected and successful publishers
of original interactive entertainment for children," said Ron Chaimowitz,
president and chief executive officer of GT Interactive. "Through this
acquisition we plan to further leverage Humongous Entertainment's wealth of
highly recognizable and endearing characters across a variety of
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entertainment media while also expanding our presence in the growing children's
software category."
"We are very excited to become part of GT Interactive," said Shelley Day,
president and chief executive officer of Humongous Entertainment. "Humongous
Entertainment's unique creative and development strength, combined with GT
Interactive's powerful distribution and resources, creates an unbeatable
combination."
GT Interactive's acquisition of Humongous Entertainment is its third acquisition
in the past two weeks. Last week it acquired FormGen, publishers of the
best-selling PC game, Duke Nukem 3D, and it also acquired The WizardWorks Group,
a leading publisher of value-priced software.
Woodinville, WA-based Humongous Entertainment has been a privately held
publisher of award-winning children's edutainment and entertainment CD-ROMs.
Among the company's best-selling titles are Putt-Putt Saves the Zoo, Freddi Fish
and the Case of the Missing Kelp Seeds(TM), Let's Explore the Jungle(TM) and
Fatty Bear's Birthday Surprise(TM). Additional information is available on the
World Wide Web at www.humongous.com.
Headquartered in New York, with offices in San Francisco, Minneapolis, Phoenix
and London, GT Interactive is a leading global publisher of interactive
entertainment, edutainment and reference software for IBM-compatible and
Macintosh computers as well as 32- and 64- bit gaming systems. Among the
company's best-selling titles are Doom II, and Mortal Kombat 3. Located at
www.gtinteractive.com on the World Wide Web, GT Interactive is publicly traded
on the NASDAQ National market under the symbol GTIS.
Freddi Fish, Fatty Bear, Buzzy the Knowledge Bug, Pajama Sam, Putt-Putt(R) Saves
the Zoo, The Case of the Missing Kelp Seeds, Let's Explore the Jungle and Fatty
Bear's Birthday Surprise are trademarks of Humongous Entertainment, Inc. Windows
is either a registered trademark or trademark of Microsoft Corporation in the
U.S. and/or other countries. Macintosh is a registered trademark of Apple
Computer Inc. Other brands, names or products are trademarks or registered
trademarks of their respective companies. These products and Humongous
Entertainment, Inc. are not in any manner affiliated with Putt-Putt(R) Golf
Courses of America, Inc.
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