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
May 10, 2000
Date of Report (date of earliest event reported)
INFOGRAMES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(IRS Employer Identification No. 95-3825313)
(State of other jurisdiction of incorporation or organization)
417 Fifth Avenue
New York, NY 10016
(Address of principal executive offices)
(212) 726-6500
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
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CHANGE OF CORPORATE NAME
On May 10, 2000, GT Interactive Software Corp. (the "Company") changed
its name from "GT Interactive Software Corp." to "Infogrames, Inc." by merging a
wholly-owned subsidiary of the Company with and into the Company pursuant to
Section 253 of the Delaware General Corporation Law. The sole purpose and effect
of the merger was to change the name of the Company to Infogrames, Inc. The
Company continues to be listed on the Nasdaq National Market under the trading
symbol "GTIS".
The Company's name change is reflective of the new corporate branding
strategy being implemented by the Company and Infogrames Entertainment S.A., its
indirect majority shareholder. Pursuant to this branding strategy, the Company
will adopt the Infogrames brand across the Company and its products.
A copy of the press release issued by the Company announcing, among
other things, the name change, dated as of May 10, 2000, is attached hereto as
Exhibit 99.1. In addition, a copy of the Certificate of Ownership and Merger,
which was filed with the Secretary of State of the State of Delaware to effect
the name change, is attached hereto as Exhibit 3(i).1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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99.1 Press Release, dated May 10, 2000, with respect to the
Company's corporate name change
3(i).1 Certificate of Ownership and Merger, filed on May 10, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INFOGRAMES, INC.
Date: May 16, 2000 By: /s/ Bruno Bonnell
-----------------------------
Name: Bruno Bonnell
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT 99.1
GT Interactive to Adopt Infogrames Brand
Across the Company and Its Products
LOS ANGELES, May 10/PRNewswire/ -- Infogrames Entertainment (Paris Bourse:
SICOVAM 5257) and GT Interactive Software (Nasdaq: GTIS - news) today announced
a new corporate branding strategy for the companies' US operations. In order to
strengthen the corporate brand of both companies, GT will adopt the Infogrames
brand across the company and its products. Late last year, Infogrames acquired a
majority stake in GT.
As of this month, all GT products will carry the Infogrames name. The company,
together with its affiliate Infogrames North America, will be known as
Infogrames, Inc. and will operate under their existing arrangements. GT will
continue to trade on NASDAQ under the "GTIS" trading symbol.
"The Infogrames brand has become very strong over the past few years, so we feel
that applying the brand to GT and its products will greatly strengthen the
company's image both with shareholders and the industry as a whole," said Bruno
Bonnell, chairman and CEO of Infogrames Entertainment and GT Interactive.
"Although the GT name is associated with powerful brands, such as Driver and
Unreal, we felt this new corporate branding strategy would bring a renewed level
of strength for both Infogrames and GT," continued Bonnell.
As announced earlier this year, a special committee was appointed by GT to
explore the proposed merger of the US operations of GT Interactive and
Infogrames North America. These discussions are ongoing. Further details will be
announced in the coming weeks.
Infogrames Entertainment, S.A. (Paris Bourse: SICOVAM 5257) is a worldwide
leader in the interactive entertainment software industry. Headquartered in
France, the company develops and publishes award-winning computer and video
games for the PlayStation(R) game console, Play Station(R) 2 game console,
Nintendo(R) 64, Nintendo(R) Game Boy(R) Color, Sega(R) Dreamcast(TM), and
personal computer platforms. Founded in 1983 by chairman and CEO Bruno Bonnell,
Infogrames' 17-year history has produced many award-winning franchises, such as
Test Drive(R), V-Rally(TM), Driver(TM), Independence War(TM), Unreal(TM),
Hardball(R), Oddworld(TM), and Alone In The Dark(TM). The company is also known
for its long list of well-known licenses including Warner Bros. Looney
Tunes(TM), Mission: Impossible(TM), Le Mans 24 Hours(R), AM General Hummer(R),
Harley-Davidson(R), and Dodge(R) Viper.
Based in New York, Infogrames, Inc. (Nasdaq: GTIS - news) is a majority owned
subsidiary of Infogrames Entertainment and serves as the headquarters for the
company's operations in North America. For more information, visit Infogrames'
web site at http://www.us.infogrames.com.
SAFE HARBOR STATEMENT
Certain statements contained in this release are forward-looking statements
(rather than historical facts) that are subject to risks and uncertainties that
could cause actual results to differ materially from those described. With
respect to such forward-looking statements, the company seeks the protection
afforded by the Private Securities Litigation Reform Act of 1995 and other
enabling legislation. Statements contained herein with regard to the company's
business outlook and prospective operating and financial results are based upon
management's expectations regarding various factors which may be beyond the
company's control. This statement is not intended to identify each and every
risk and uncertainty inherent in the company's business, and should be read in
conjunction with the company's cautionary statements contained in its most
recent filings with U.S. and foreign regulatory authorities.
Source: Infogrames, Inc.
EXHIBIT 3(i).1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
INFOGRAMES MERGER SUB INC.
WITH AND INTO
GT INTERACTIVE SOFTWARE CORP.
Pursuant to Section 253 of the
General Corporation of Law of the State of Delaware
GT INTERACTIVE SOFTWARE CORP., a Delaware corporation (the "Company"),
does hereby certify to the following facts relating to the merger (the "Merger")
of INFOGRAMES MERGER SUB INC., a Delaware corporation (the "Subsidiary"), with
and into the Company, with the Company remaining as the surviving corporation:
FIRST: The Company is incorporated pursuant to the General Corporation
Law of the State of Delaware (the "DGCL"). The Subsidiary is incorporated
pursuant to the DGCL.
SECOND: The Company owns all of the outstanding shares of each class of
capital stock of the Subsidiary.
THIRD: The Board of Directors of the Company, by the following
resolutions duly adopted on April 6, 2000, determined to merge the Subsidiary
with and into the Company pursuant to Section 253 of the DGCL:
WHEREAS, the Company owns all of the outstanding shares of the capital
stock of Infogrames Merger Sub Inc. ("Subsidiary"); and
WHEREAS, the Board of Directors of the Company has deemed it advisable
that the Subsidiary be merged with and into the Company pursuant to Section 253
of the General Corporation Law of the State of Delaware;
NOW, THEREFORE, BE IT AND IT HEREBY IS RESOLVED, that the Subsidiary be
merged with and into the Company (the "Merger"); and it is further
RESOLVED, that by virtue of the Merger and without any action on the
part of the holder thereof, each then outstanding share of common stock of the
Company shall remain unchanged and continue to remain outstanding as one share
of common stock of the Company, held by the person who was the holder of such
share of common stock of the Company immediately prior to the Merger; and it is
further
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RESOLVED, that by virtue of the Merger and without any action on the
part of the holder thereof, each then outstanding share of common stock of the
Subsidiary shall be canceled and no consideration shall be issued in respect
thereof; and it is further
RESOLVED, that pursuant to Section 253(b) of the General Corporation
Law of the State of Delaware, at the effective time of the Merger, the name of
the Company shall be changed to "Infogrames, Inc." by deleting Article First of
the Amended and Restated Certificate of Incorporation of the Company and
inserting in lieu thereof a new Article First to read as follows:
"FIRST: The name of the corporation is Infogrames, Inc."
RESOLVED, that the proper officers of the Company be and they hereby
are authorized and directed to make, execute and acknowledge, in the name and
under the corporate seal of the Company, a certificate of ownership and merger
for the purpose of effecting the Merger and to file the same in the office of
the Secretary of State of the State of Delaware, and to do all other acts and
things that may be necessary to carry out and effectuate the purpose and intent
of the resolutions relating to the Merger.
FOURTH: The Company shall be the surviving corporation of the Merger.
The name of the surviving corporation shall be amended in the Merger to be
"Infogrames, Inc."
FIFTH: The Amended and Restated Certificate of Incorporation of the
Company as in effect immediately prior to the effective time of the Merger shall
be amended by deleting Article First and inserting in lieu thereof a new Article
First to read "FIRST: The name of the corporation is Infogrames, Inc.", and, as
so amended, shall be the Amended and Restated Certificate of Incorporation of
the surviving corporation.
IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and
Merger to be executed by its duly authorized officer this 10th day of May, 2000.
GT INTERACTIVE SOFTWARE CORP.
By: /s/ Bruno Bonnell
--------------------------------
Name: Bruno Bonnell
Title: Chairman of the Board and
Chief Executive Officer
