GT INTERACTIVE SOFTWARE CORP
8-K, 1998-08-12
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------


                                    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): August 11, 1998

                                   ----------


                          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.)





       417 Fifth Avenue, New York, NY                          10016
       ------------------------------                          -----
  (Address of principal executive offices)                  (Zip code)




       Registrant's telephone number, including area code: (212) 726-6500


<PAGE>

Item 5. Other Events

         On August 11, 1998,  the Registrant  issued the press release  attached
hereto as Exhibit 99.1.


Item 7.  Exhibits

         99.1       Press Release dated August 11, 1998.


<PAGE>

                                    SIGNATURE

         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 hereunto duly authorized.



                          GT INTERACTIVE SOFTWARE CORP.


Date:    August 12, 1998               By: /s/ Andy Gregor
                                           ---------------
                                       Name:   Andy Gregor
                                       Title:  Chief Financial Officer







                                                                    Exhibit 99.1


Contacts:    Allyne Mills (Media)               Dawn Berrie (Investors)
             (212) 726-4202                     (212) 726-4235
                                                FOR IMMEDIATE RELEASE


                     GT INTERACTIVE POSTPONES DEBT OFFERING

NEW YORK, NY, August 11, 1998 -- GT Interactive  Software Corp.  (NASDAQ:  GTIS)
announced today that it will postpone its previously  announced offering of $100
million of Senior  Subordinated Notes due 2005 to institutional  investors.  The
Company has determined that, due to current unfavorable market conditions,  this
issuance would not be in the best interest of the Company or its shareholders.

Ron  Chaimowitz,  Chairman and Chief Executive  Officer said:  "GT's decision to
pursue a high yield financing has always been driven by the economics of such an
offering.  Unfortunately,  as a result of the recent  deterioration  in the high
yield  markets,  this  financing  does not make sense at this time." The Company
intends  to  continue  to  fund  its  strategic  activities  using  current  and
alternative  financing sources.  The Company's  operations will be unaffected by
the offering postponement.

Headquartered  in New York, GT Interactive  Software Corp. is a global publisher
of  entertainment  and edutainment  software under the GT  Interactive,  Cavedog
Entertainment,  SingleTrac,  Humongous  Entertainment  and  MacSoft  brands  for
personal  computers,  as well as game consoles from Sony Computer  Entertainment
Inc. and Nintendo.  The company operates  development  studios in Seattle,  Salt
Lake City and San Luis Obispo,  CA. GT Value Products  publishes budget software
under the WizardWorks, CompuWorks and Slash brands. 

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,  changes in
research and development  spending,  company customer relations,  in particular,
levels of sales to Wal-Mart and other mass merchants,  retail  acceptance of the
company's  published and third-party  titles,  competitive  conditions and other
risks detailed, from time to time, in the company's SEC filings,  including, but
not limited to, the company's form 10-K for the period ended March 31, 1998.


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