GT INTERACTIVE SOFTWARE CORP
8-K, 1999-04-09
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): April 8, 1999

                                   ----------


                          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 April 8, 1999,  the  Registrant  issued the press  release  attached
hereto as Exhibit 99.1.


Item 7. Exhibits

99.1    Press Release dated April 8, 1999.


<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:    April 9, 1999                        By:   /s/ DAVID CHEMEROW
                                                  -----------------------------
                                              Name:  David Chemerow
                                              Title: President and Chief
                                                     Operating Officer





                                                                    Exhibit 99.1

        GT Interactive Expects to Announce Fourth Quarter Operating Loss

                             NEW YORK--April 8, 1999

     Product Delays and One-Time Charges Related to Corporate Reorganization
        Expects Expense Reduction of $6 to $8 million On Full Year Basis

         GT Interactive Software Corp. (Nasdaq:  GTIS), a leading  entertainment
software publisher,  today announced that it expects to report an operating loss
for its fourth  fiscal  quarter of 1999.  This loss is  primarily  a result of a
delay in the shipment of five front-line  titles combined with one-time  charges
of $25-$30 million related to a corporate  reorganization and relocation,  which
is part of a new  business  plan that is scheduled to be announced at the end of
April.

         Failure to deliver these five titles will result in substantially lower
revenues than previously  expected.  Revenues are not expected to be between $92
million and $97 million,  while the net loss for the fourth  quarter is expected
to fall between $50 and $55 million after one-time  charges.  Net loss per fully
diluted  share for the fourth  quarter of fiscal  1999 is expected to be between
$(0.70) and $(0.75) per share, resulting in a net loss for the fiscal year which
is expected to be between $(0.45) and $(0.50) per share.

         Popular titles which failed to ship during the fourth  quarter  include
Duke  Nukem:  Zero  Hour,  for N64;  Total  Annihilation:  Kingdoms  and  Unreal
Tournament for PC; and Driver, for both PC and Sony Playstation. The Company now
expects to release these titles during the first half of fiscal 2000.  While the
company  was  disappointed  with its  overall  performance  as a result of these
product delays, other divisions including Humongous Entertainment,  WizardWorks,
and third party distribution, posted strong operating performance.

         One-time  charges of  approximately  $25-$30  million during the fourth
fiscal quarter were related to a  reorganization  and change in location of GT's
front-line publishing business and corporate  headquarters to Los Angeles. These
charges also relate to the company's  outsourcing of its distribution  function,
as well as certain write-downs primarily associated with inventory obsolescence.
The outsourcing of the distribution functions and reorganization of offices this
fall will  result in a staff  reduction  of about 650  employees,  or 35% of the
company's total employees. This will reduce GT's expenses by approximately $6 to
$8 million on a full year basis,  greatly improving  operating  efficiencies and
service to the company's customers.

         Mr.  Thomas A.  Heymann,  GT's  recently  appointed  Chairman and Chief
Executive  Officer,  said,  "This  reorganization  and move to Los Angeles  will
significantly  improve our cost structure  going forward.  Moreover,  it puts GT
Interactive in the interactive and entertainment capital of the world, enhancing
our  ability to attract and retain the best  executives  in this  industry.  The
first illustration of this was our recent hiring of John Baker,  formerly one of
the top executives at Activision, as our president and chief operating officer."


<PAGE>

         In addition,  the company  announced that it expects  Wal-Mart to begin
buying directly from Activision and Microsoft during the next four months.  This
move is part of an ongoing trend whereby Wal-Mart increasingly  purchases titles
directly  from  select  publishers.  These two  companies  are  expected to have
represented approximately $50 million of GT's net revenue for fiscal 1999.

         "As I stated upon joining the company,  I am committed to  delivering a
realistic business plan to our shareholders.  GT Interactive  possesses a strong
set of core assets and a solid  foundation  upon which to build.  Our banks have
demonstrated  their support and confidence by amending our existing $125 million
credit facility,  to take into account these expected losses. With our financial
backing and strong operating divisions in place, we look forward to re-inventing
and growing GT Interactive," concluded Mr. Heymann.

         Headquartered  in New York,  with 1997  revenues  of $531  million,  GT
Interactive  Software  Corp.  (Nasdaq:  GTIS) is a  leading  global  interactive
entertainment  software company that develops,  markets and distributes consumer
software.  The  company  has  eight  internal  development  studios:   Humongous
Entertainment,   Cavedog  Entertainment,   SingleTrac,   WizardWorks,  Oddworld,
Bootprint Entertainment,  Legend Entertainment and Reflections. The company also
has four software  labels:  GT  Interactive,  CompuWorks,  MacSoft and Slash. GT
Interactive's  ecommerce system provides secure online transactions through each
of the  studios' Web sites and  www.gtstore.com.  GT  Interactive  also owns the
subsidiary  OneZero  Media that  operates a  specialized  entertainment  portal,
getwild.com, which acts as the Entertainment Zone on AltaVista; and produces the
nationally syndicated television program, "Wild Wild Web." GT Interactive can be
found on the Internet at www.gtinteractive.com.

         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.

         CONTACT:          Media Contact
                           Robert Zeitlinger
                           Makovsky & Co.
                           212/508-9617
                           or
                           Investor Contact
                           Dawn Berrie
                           GT Interactive
                           212/726-4235




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