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UNITED STATES
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): December 5, 1997
0-27338
(Commission File Number)
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GT INTERACTIVE SOFTWARE CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3689915
(State of Incorporation) (IRS Employer
Identification Number)
16 East 40th Street,
New York, NY 10016
(Address of registrant's principal executive office)
(212) 726-6500
(Registrant's telephone number)
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<PAGE>
ITEM 5. Other Events
On December 5, 1997, the Registrant and MicroProse, Inc., a Delaware
corporation, issued a joint press release, the text of which is attached hereto
as Exhibit 99 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Title
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99 Joint Press Release, dated December 5, 1997, of the
Registrant and MicroProse, Inc.
KL2:227060.1
<PAGE>
SIGNATURES
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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Name: Ronald Chaimowitz
Title: Chief Executive Officer
and President
Date: December 5, 1997
<PAGE>
Exhibit Index
Exhibit Number Title Page
99 Joint Press Release, dated December 5, 1997, of the
Registrant and MicroProse, Inc.
Contact: GT INTERACTIVE MICROPROSE
Investors: Dawn Berrie Investors: Howard Kalt
212/726-4235 KALT, ROSEN & ASSOC.
Media: Allyne Mills 415/397-2686
212/726-4202 Media: Kathy Sanguinetti
510/864-4474
FOR IMMEDIATE RELEASE
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GT INTERACTIVE AND MICROPROSE AGREE TO END MERGER PLAN,
BUT WILL WORK TOGETHER ON MARKETING, DISTRIBUTION INITIATIVES
NEW YORK, NY/ALAMEDA, CA, December 5, 1997 - MicroProse, Inc. (NASDAQ: MPRS) and
GT Interactive Software Corp. (NASDAQ: GTIS) today announced that both
companies' boards of directors have unanimously and mutually agreed to terminate
the definitive merger agreement which was announced on October 5. The two
companies will continue to work together on a number of marketing and
distribution initiatives. Because the agreement to terminate the merger is
mutual, there will be no breakup fees to either company.
According to both Ron Chaimowitz, president and chief executive officer of GT
Interactive, and Stephen M. Race, MicroProse's chief executive officer: "Both
managements agreed that the time simply is not right for combining the two
businesses. Nevertheless, there are important areas in which we can work
together. For example, GT Interactive will continue distribution of MicroProse
products in certain major mass market chains in the U.S. as well as that of
Macintosh versions of MicroProse products, under prior agreements. GT also holds
PC budget rights to the MicroProse back catalog."
-more-
<PAGE>
GT, MICROPROSE END MERGER/2
"While our acquisition of MicroProse will not be completed, through both
increased investment in our internal development studios and acquisitions of new
development studios, we will continue to focus on the expansion of our
publishing business, which accounts for more than 60 percent of our total
revenues," said Ron Chaimowitz, president and chief executive officer of GT
Interactive. "We believe that this successful ongoing strategy will further
strengthen our global leadership position in interactive entertainment."
Headquartered in NY, GT Interactive is a leading global publisher of
entertainment and edutainment software under the GT Interactive, Humongous
Entertainment, Cavedog Entertainment, SingleTrac and MacSoft brands for personal
computers as well as video game systems from Sony, Nintendo and Sega. GT
Interactive operates development studios in Seattle, Salt Lake City and San Luis
Obispo, CA. The company is also a leader in value-priced software under the
WizardWorks, GameWizards and Slash brands.
MicroProse is a leading developer and publisher of interactive entertainment
software for use on CD-ROM-based personal computers. The company is also
developing software for use on Internet and online gaming services. MicroProse
has its headquarters in Alameda, California and employs approximately 400 people
worldwide. Its five development studios are located in Alameda, California; Hunt
Valley, Maryland; Chapel Hill, North Carolina; Austin, Texas; and Chipping
Sudbury, England. Products are available worldwide and are sold through major
distributors, retailers and mass merchants. MicroProse is located at
http://www.microprose.com on the World Wide Web. Certain statements contained in
this press release may be deemed forward-looking statements that involve a
number of risks and uncertainties.
The company's actual results may differ materially from the expectations
expressed in such forward-looking statements. Among the factors that could cause
actual results to differ materially are worldwide business and industry
conditions, including consumer buying and retailer ordering patterns, product
delays, company customer relations, retail acceptance of the company's published
and third-party titles, competitive conditions, failure to consummate the
announced merger agreement with MicroProse or failure to successfully integrate
the operations of the two companies if the merger is consummated, and other
risks detailed, from time to time, in the company's and MicroProse's SEC
filings, including, but not limited to, the company's Form 10-K for the year
ended March 31, 1996, and MicroProse's Form 10-Q for the quarter ended June 30,
1997.
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