<PAGE> 1
SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary information statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive information statement
</TABLE>
GT INTERACTIVE SOFTWARE CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
GT INTERACTIVE SOFTWARE CORP.
417 FIFTH AVENUE
NEW YORK, NEW YORK 10016
(212) 726-6500
------------------------
INFORMATION STATEMENT
------------------------
GENERAL INFORMATION
------------------------
YOUR VOTE IS NOT REQUIRED
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement (the "Information Statement") is being mailed on
or about January 3, 2000 by GT Interactive Software Corp., a Delaware
corporation (the "Company"), to all holders of record at the close of business
on December 2, 1999 (the "Record Date") of the Company's common stock, par value
$0.01 per share ("Common Stock"), and the Company's Series A Convertible
Preferred Stock, par value $0.01 per share ("Series A Preferred Stock"), in
connection with the approval and adoption of an amendment to the Company's
Amended and Restated Certificate of Incorporation (the "Charter Amendment"). As
of the Record Date, there were 74,644,928 shares of Common Stock and 600,000
shares of Series A Preferred Stock outstanding. Each share of Common Stock is
entitled to one vote on each matter of business put to a stockholder vote. While
outstanding, the Series A Preferred Stock voted with the Common Stock on an as-
converted basis, meaning that each share of Series A Preferred Stock was at the
Record Date entitled to 10 votes.
On November 12, 1999, the Company's Board of Directors approved the Charter
Amendment, which increases the total number of shares of authorized capital
stock of the Company from 155,000,000 shares to 305,000,000 shares. On November
15, 1999, pursuant to (i) securities purchase and voting agreements (the "Cayre
Purchase Agreements"), by and among California U.S. Holdings, Inc., a California
corporation ("Purchaser") and a wholly-owned subsidiary of Infogrames
Entertainment S.A. ("Infogrames"), and Joseph J. Cayre, Kenneth Cayre, Stanley
Cayre, Jack J. Cayre, their children and various associated trusts
(collectively, the "Cayre family") and (ii) a securities purchase and voting
agreement (the "GAP Purchase Agreement"), by and among Purchaser and General
Atlantic Partners 54, L.P. and GAP Coinvestment Partners II, L.P. (together,
"GAP"), holders of 41,667,106 shares of Common Stock and 600,000 shares of
Series A Preferred Stock, representing approximately 59% of the outstanding
voting securities of the Company (the "Majority Stockholders"), approved and
adopted the Charter Amendment. As a result, the Charter Amendment was approved
by a majority of the issued and outstanding voting securities of the Company and
no further votes will be needed.
On December 16, 1999, pursuant to a Securities Purchase Agreement, dated as
of November 15, 1999 (the "GT Purchase Agreement"), by and among the Company,
Infogrames and Purchaser, the Company issued to Purchaser and Purchaser acquired
from the Company: (i) 28,571,429 shares of Common Stock and (ii) a 5%
subordinated convertible note in the principal amount of $60,587,206.72 (the
"Infogrames Note"), which is convertible into an aggregate of 32,749,841 shares
of Common Stock, subject to antidilution adjustments (such transaction, the
"Infogrames Transaction"). In addition, pursuant to a Securities Exchange
Agreement, dated as of November 15, 1999 (the "GAP Exchange Agreement"), by and
among the Company and GAP, the Company issued to GAP non-interest-bearing
subordinated convertible notes in the aggregate principal amount of $50 million
(the "GAP Notes"), which are convertible into an aggregate of 12,500,000 shares
of Common Stock, subject to antidilution adjustments, in exchange for 600,000
shares of Series A Preferred Stock and subordinated notes of the Company in the
principal amount of $20 million, plus accrued
<PAGE> 3
interest, held by GAP (such transaction, the "GAP Securities Exchange"). The
proposed increase in the authorized shares of Common Stock is intended, among
other things, to provide a sufficient number of shares of Common Stock for
issuance upon conversion of the Infogrames Note and the GAP Notes.
The Company's Board of Directors has complied with Section 242 of the
Delaware General Corporation Law. The Company intends to file the Charter
Amendment, substantially in the form attached hereto as Exhibit A, with the
Secretary of State of the State of Delaware on or after 20 calendar days after
the distribution of this Information Statement.
This Information Statement is being provided pursuant to the requirements
of Rule 14c-2 promulgated under Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), to inform holders of Common Stock
entitled to vote or give an authorization or consent in regard to the Charter
Amendment of the action being taken. Set forth below is certain information that
Rule 14c-2 requires to be included in this Information Statement.
2
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of December 2, 1999,
concerning Common Stock beneficially owned (i) by each director of the Company,
the Company's Chief Executive Officer and its four other most highly compensated
executive officers during the fiscal year ended March 31, 1999, (ii) by all
directors and executive officers of the Company as a group, and (iii) by each
stockholder known by the Company to be the beneficial owner of more than 5% of
the outstanding Common Stock. Unless otherwise indicated in the footnotes to the
table, the beneficial owners named have, to the knowledge of the Company, sole
voting and dispositive power with respect to the shares beneficially owned by
them, subject to community property laws where applicable.
The following table does not give effect to the consummation of the
Infogrames Transaction or the GAP Securities Exchange on December 16, 1999. As
of such date, Purchaser beneficially owned approximately 100.7 million shares of
Common Stock. This number includes: 28,571,429 shares of Common Stock which
Purchaser acquired pursuant to the GT Purchaser Agreement; 33,558,531 shares of
Common Stock which Purchaser acquired pursuant to the Cayre Purchase Agreements
and a proxy for the vote of the balance of the shares of Common Stock held by
the Cayre family following the consummation of the Infogrames Transaction;
4,500,000 shares issuable upon exercise of warrants to purchase Common Stock
which Purchaser acquired pursuant to the GAP Purchase Agreement; 50,000 shares
of Common Stock issuable upon exercise of warrants issued to Purchaser pursuant
to the GT Purchase Agreement; and approximately 32,750,000 shares of Common
Stock issuable upon conversion of the Infogrames Note. Infogrames may be deemed
to beneficially own all of the shares held by Purchaser because Purchaser is a
wholly-owned subsidiary of Infogrames. Mr. Bruno Bonnell may be deemed to
beneficially own all of the shares held by Purchaser because he is the President
and Chief Executive Officer of Purchaser. Mr. Thomas Schmider may be deemed to
beneficially own all of the shares held by Purchaser because he is the Managing
Director of Purchaser. Mr. Herve Liagre may be deemed to beneficially own all of
the shares held by Purchaser because he is the Mergers and Acquisitions Director
of Purchaser. Each of Mr. Bonnell, Mr. Schmider and Mr. Liagre disclaims
beneficial ownership of such shares.
Also, pursuant to a GAP Exchange Agreement, GAP exchanged 600,000 shares of
Series A Preferred Stock with a liquidation preference of $30 million and
subordinated notes of the Registrant in the face amount of $20 million, plus
accrued interest, held by GAP for the GAP Notes.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED+
---------------------
SHARES PERCENT
-------- -------
<S> <C> <C>
Joseph J. Cayre(1).......................................... 13,908,388 18.6
Jack J. Cayre(2)............................................ 3,815,585 5.1
Stanley Cayre(3)............................................ 8,843,923 11.8
Kenneth Cayre(4)............................................ 8,595,135 11.5
Ronald W. Chaimowitz(5)..................................... 2,874,834 3.7
General Atlantic Partners, LLC(6)........................... 18,761,858 22.0
3 Pickwick Plaza, Greenwich, CT 06830
Steven A. Denning(7)........................................ 18,761,858 22.0
William E. Ford(8).......................................... 18,761,858 22.0
Jordan A. Levy(9)........................................... 96,000 *
Harry M. Rubin(10).......................................... 315,228 *
Alvin N. Teller(11)......................................... 61,250 *
Phillip J. Riese(12)........................................ 28,000 *
Various trusts for the benefit of the children of Joseph J. 6,380,000 8.5
Cayre.....................................................
417 Fifth Avenue, New York, NY 10016.
Various trusts for the benefit of the children of Stanley 4,720,670 6.3
Cayre.....................................................
417 Fifth Avenue, New York, NY 10016
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED+
---------------------
SHARES PERCENT
-------- -------
<S> <C> <C>
Various trusts for the benefit of the children of Kenneth
and Lilian Cayre............................................ 6,769,689 9.1
417 Fifth Avenue, New York, NY 10016
Charles F. Bond(13)......................................... 2,105,796 2.8
Frank Herman(14)............................................ 157,000 *
Michael A. Ryder(15)........................................ 193,598 *
All executive officers and directors as a group (13
persons)(16).............................................. 48,286,626 63.8
</TABLE>
- ---------------
+ This table does not include (i) Thomas A. Heymann, Chairman of the Board of
Directors and Chief Executive Officer of the Company, who joined the
Company on February 8, 1999; (ii) John T. Baker IV, President and Chief
Operating Officer of the Company, who joined the Company on April 26, 1999;
and (iii) Messrs. David I. Chemerow and Andrew Gregor, both of whom left
the employ of the Company on September 3, 1999 and each of whom owned less
than 1% of Common Stock as of December 1, 1999. The Company has been
informed that neither Mr. Heymann nor Mr. Baker beneficially owned any
shares of Common Stock as of December 1, 1999.
* Less than 1%
(1) Includes 6,380,000 shares in the aggregate held in various trusts for the
benefit of Joseph J. Cayre's children, for which trusts his wife serves as
trustee. Also includes 1,759,388 shares held by a charitable foundation for
which Joseph J. Cayre and his wife serve as trustees. Joseph J. Cayre
disclaims beneficial ownership of the shares held by such trusts and such
foundation.
(2) Includes 475,085 held by a charitable foundation for which he serves as
trustee, and 305,500 shares subject to options exercisable within 60 days.
Jack J. Cayre disclaims beneficial ownership of the shares held by such
foundation.
(3) Includes 4,720,670 shares in the aggregate held in various trusts for the
benefit of Stanley Cayre's children, for which trusts his wife serves as
trustee. Also includes 633,000 shares held by a charitable foundation for
which Stanley Cayre and his wife serve as trustees. Stanley Cayre disclaims
beneficial ownership of the shares held by such trusts and such foundation.
(4) Includes 6,769,689 shares in the aggregate held in various trusts for the
benefit of Kenneth and Lillian Cayre's children, for which trusts Lillian
Cayre serves as trustee. Also includes 500,000 shares held by a charitable
foundation for which Kenneth Cayre and Lillian Cayre serve as trustees.
Kenneth Cayre disclaims beneficial ownership of the shares held by such
trusts and such foundation.
(5) Includes 84,380 shares held in a trust for the benefit of Mr. Chaimowitz's
daughter, for which trust Mr. Chaimowitz's wife serves as trustee. Mr.
Chaimowitz disclaims beneficial ownership of such shares. Also includes
2,155,000 shares subject to options exercisable within 60 days.
(6) Includes (i) 4,184,545 shares held by General Atlantic Partners 16, L.P.
("GAP 16"), 2,092,273 shares held by General Atlantic Partners 19, L.P.
("GAP 19"), 647,707 shares held by GAP Coinvestment Partners, L.P. ("GAP
Coinvestment") and 504,000 shares held by General Atlantic Partners II,
L.P. ("GAP II"), (ii) 4,897,440 shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock held by General Atlantic
Partners 54, L.P. ("GAP 54") and 1,102,560 shares of Common Stock issuable
upon conversion of shares of Series A Preferred Stock held by GAP
Coinvestment Partners II, L.P. ("GAP Coinvestment II"), (iii) warrants held
by GAP 54 exercisable for 3,673,080 shares of Common Stock and warrants
held by GAP Coinvestment II exercisable for 826,920 shares of Common Stock,
and (iv) options held by GAP 54 to purchase 680,200 shares of Common Stock
held by Joseph J. Cayre, Kenneth Cayre and Stanley Cayre and options held
by GAP Coinvestment II to purchase 153,133 shares of Common Stock held by
Joseph J. Cayre, Kenneth Cayre and Stanley Cayre. The general partner of
GAP 16, GAP 19, GAP II and GAP 54 is General Atlantic Partners, LLC, a
Delaware limited liability company. The managing members of General
Atlantic Partners, LLC are Steven A. Denning, David C. Hodgson, William O.
Grabe, William E. Ford, Peter L. Bloom and Francho M. Smithson. The same
individuals are the general partners of GAP Coinvestment
4
<PAGE> 6
and GAP Coinvestment II. Messrs. Denning and Ford, directors of the
Company, are the Executive Managing Member and a managing member,
respectively, of General Atlantic Partners, LLC and general partners of GAP
Coinvestment and GAP Coinvestment II. Messrs. Denning and Ford disclaim
beneficial ownership of shares owned by GAP 16, GAP 19, GAP 54, GAP
Coinvestment, GAP Coinvestment II and GAP II, except to the extent of their
respective pecuniary interests therein.
(7) See footnote 6.
(8) See footnote 6.
(9) Includes 87,500 shares subject to options exercisable within 60 days.
(10) Represents 315,228 shares subject to options exercisable within 60 days.
(11) Includes 28,750 shares subject to options exercisable within 60 days.
(12) Includes 15,000 shares subject to options exercisable within 60 days.
(13) Includes 50,000 shares held by Mr. Bond's wife (as to which shares he
disclaims beneficial ownership), 89,882 shares held in a grantor retained
annuity trust, and 97,667 shares subject to options exercisable within 60
days.
(14) Includes 157,000 shares subject to options exercisable within 60 days.
(15) Includes 50,000 shares subject to options exercisable within 60 days. Also
includes 21,450 shares which are held in escrow subject to certain
indemnification rights of the Company.
(16) Does not include Mr. Chaimowitz, who left the employ of the Company on
March 31, 1999, and Messrs. Chemerow and Gregor, both of whom left the
employ of the Company on September 3, 1999. Includes an aggregate of
1,056,645 shares subject to options exercisable within 60 days. Also
includes 21,450 shares which are held in escrow and subject to certain
indemnification rights of the Company.
5
<PAGE> 7
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION
On November 12, 1999, the Board of Directors of the Company approved the
Charter Amendment, substantially in the form attached to this Information
Statement as Exhibit A, which increases the total number of shares of authorized
Common Stock from 150,000,000 to 300,000,000, thereby increasing the total
authorized capital stock of the Company from 150,000,000 shares to 305,000,000
shares. On November 15, 1999, the Charter Amendment was approved and adopted by
the Majority Stockholders.
The Charter Amendment will increase the authorized capital stock of the
Company by amending and restating the first sentence of Article FOURTH of the
Company's Amended and Restated Certificate of Incorporation so that, as amended
and restated, it will read as follows:
"The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 305,000,000 shares, of which
300,000,000 shall be designated Common Stock, and 5,000,000 shall be
designated Preferred Stock, all of which shall be $0.01 par value per
share."
The increase in the authorized shares of Common Stock is intended to
provide sufficient number of shares of Common Stock for issuance upon conversion
of the Infogrames Note and the GAP Notes and to provide the Company's Board of
Directors with authority, without further action of the stockholders, to issue
the additional shares of Common Stock from time to time as the Board deems
necessary. The Board of Directors believes it is desirable to have the ability
to issue such additional shares of Common Stock from time to time to provide
flexibility in addressing the financing needs of the Company and for general
corporate purposes. Potential uses of the additional authorized shares include
equity financings, stock dividends or distributions, acquisitions of businesses,
and issuance of Common Stock upon the exercise of outstanding warrants, options
and other convertible securities of the Company.
The increase in the authorized number of shares of Common Stock could have
certain effects on Company's stockholders depending upon the exact nature and
circumstances of any actual issuances of authorized but unissued shares. The
increase could deter takeovers, in that additional shares could be issued
(within the limits imposed by applicable law) in one or more transactions that
could make a change in control or takeover of the Company more difficult. For
example, additional shares could be issued by the Company so as to dilute the
stock ownership or voting rights of persons seeking to obtain control of the
Company. Similarly, the issuance of additional shares to certain persons allied
with the Company's management could have the effect of making it more difficult
to remove the Company's current management by diluting the stock ownership or
voting rights of persons seeking to cause such removal.
The Company's Board of Directors believes that the Charter Amendment is in
the best interests of the Company and its stockholders.
INTEREST OF CERTAIN PERSONS IN THE CHARTER AMENDMENT
Pursuant to the GT Purchase Agreement, the issuance of a portion of the
shares of Common Stock issuable upon conversion of the Infogrames Note and the
GAP Notes may not be effected until the Charter Amendment has become effective.
By Order of the Board of Directors,
THOMAS A. HEYMANN
Chairman of the Board of Directors
New York, New York
January 3, 2000
6
<PAGE> 8
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GT INTERACTIVE SOFTWARE CORP.
Pursuant to Section 242 of the
General Corporation Law of the
State of Delaware
GT Interactive Software Corp., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:
FIRST: The name of the Corporation is GT Interactive Software Corp.
SECOND: The Certificate of Incorporation of the Corporation was filed with
the office of the Secretary of State of the State of Delaware on September 1,
1992 under the name GT Software Corporation. Certificates of Amendment of the
Certificate of Incorporation were filed in the office of the Secretary of State
of the State of Delaware on April 1, 1993, November 29, 1993 and December 19,
1994. A Restated Certificate of Incorporation was filed on February 22, 1995 and
Amended and Restated Certificates of Incorporation were filed on July 31, 1995
and December 19, 1995. A Certificate of Amendment of the Amended and Restated
Certificate of Incorporation was filed on July 23, 1998.
THIRD: The first sentence of Article FOURTH of the Amended and Restated
Certificate of Incorporation of the Corporation is hereby amended and restated
so that, as amended and restated, it shall read as follows:
"The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 305,000,000 shares, of which
300,000,000 shall be designated Common Stock, and 5,000,000 shall be
designated Preferred Stock, all of which shall be $0.01 par value per
share."
FOURTH: The foregoing amendment to the Corporation's Amended and Restated
Certificate of Incorporation was declared advisable by the Board of Directors of
the Corporation pursuant to a resolution duly adopted on November 12, 1999, and
was subsequently duly adopted in accordance with the provisions of Section
242(b) of the Delaware General Corporation Law by the written consent of the
holders of a majority of the outstanding stock of the Corporation entitled to
vote on November 15, 1999.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed this day of January, 2000.
GT INTERACTIVE SOFTWARE CORP.
By:
------------------------------------
Name: John T. Baker IV
Title: President and Chief Operating
Officer
7
