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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 3
Under the Securities Exchange Act of 1934
INFOGRAMES, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
362 36E 109
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(CUSIP Number)
Frederic Monnereau
Infogrames Entertainment SA
82-84, rue du 1er mars 1943
69628 Villeurbanne cedex France
+33 (0) 4 72 65 50 00
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 30, 2000
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ]
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP NO. 362 36E 109 PAGE 2
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<TABLE>
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INFOGRAMES ENTERTAINMENT SA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
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NUMBER OF 7 SOLE VOTING POWER
SHARES 68,483,012
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 68,223,012
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,483,012
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.9%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. 362 36E 109 PAGE 3
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<TABLE>
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CALIFORNIA U.S. HOLDINGS, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 68,483,012
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 68,223,012
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,483,012
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.9%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 3 ("Amendment No. 3") to the Schedule 13D filed
on December 14, 1999, as amended by Amendment No. 1 filed on January 10, 2000
and as amended and restated in its entirety by Amendment No. 2 filed on May 26,
2000 (the "Schedule 13D"), is filed by the undersigned to further amend the
Schedule 13D. Capitalized terms used and not defined in this Amendment No. 3
shall have the meanings ascribed to them in the Schedule 13D. Except as
otherwise noted, references to the number of shares of Common Stock in this
Amendment No. 3 reflect the Reverse Stock Split (as defined under Item 1)
effected by the Company in June 2000.
Item 1. Security and Issuer.
This item is amended and supplemented as follows:
On June 2, 2000, the Company's Board of Director approved a
certificate of amendment (the "Amendment") to the Amended and Restated
Certificate of Incorporation of the Company (the "Certificate of
Incorporation") to effectuate a one-for-five reverse stock split (the "Reverse
Stock Split") of the issued and outstanding shares of the Common Stock.
The Amendment was approved by Purchaser as the holder of a majority
of the outstanding Common Stock on June 2, 2000. On June 2, 2000, the
Amendment was filed and accepted by the Secretary of State of the State of
Delaware with a delaying provision in accordance with applicable federal
securities laws. The Company filed an Information Statement on Schedule 14C
pursuant to the requirements of Rule 14c-2 under Section 14 of the Exchange Act
to inform the holders of Common Stock of the action authorized by written
consent of Purchaser. The Reverse Stock Split was effected as of the close of
business on June 26, 2000. As a result of the Reverse Stock Split, the total
number of outstanding shares of Common Stock was 20,685,323 on June 27, 2000.
Except as otherwise noted, references to the number of shares of Common Stock
herein reflect the Reverse Stock Split.
Item 2. Identity and Background.
This Item is not amended.
Item 3. Source and Amount of Funds or Other Consideration.
This Item is not amended.
Item 4. Purpose of Transaction.
This item is amended and supplemented as follows:
Edmondson Agreement
On February 18, 2000, David Ward, UK Director of Infogrames SA
("Ward"), agreed to acquire from Martin Edmondson ("Edmondson") 1,000,000
shares (before the
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Reverse Stock Split) of Common Stock (the "Edmondson Shares") for an aggregate
purchase price of $4,190,000.00, pursuant to a letter agreement, dated February
18, 2000 (the "Edmondson Agreement"). At the time of entering into the
Edmondson Agreement, the trading price for the Common Stock on the Nasdaq
National Market was in the range of approximately $4.19. On May 19, 2000,
Ward, Edmondson and Infogrames entered into a supplemental agreement which
superceded the Edmondson Agreement in its entirety (the "Supplemental
Agreement"), pursuant to which the parties agreed that Infogrames would
purchase from Edmondson the Edmondson Shares. The closing of the Supplemental
Agreement took place on August 30, 2000, pursuant to which 200,000 shares
(after the Reverse Stock Split) of Common Stock were transferred to Purchaser,
as directed by Infogrames.
The Supplemental Agreement is attached hereto as Exhibit 13 and
incorporated herein by reference.
Accrual of Interest on the 5% Note
The 5% Note held by Purchaser accrues interest that is added
quarterly to the principal amount of the 5% Note. As of June 30, 2000, the 5%
Note is convertible into 6,727,304 shares of Common Stock at a conversion price
of $9.25 per share, subject to adjustment in certain circumstances.
Execution of the Bank Warrant and the Bank Warrant Agreement
On February 15, 2000, in connection with the assumption by
Infogrames of the rights and interest of certain banks under the Credit
Agreement, the Company agreed to issue to Infogrames the Bank Warrant. Pursuant
to the Bank Warrant, Infogrames was entitled to purchase from the Company
45,000 shares of Common Stock at an exercise price of $0.05 per share of Common
Stock. In June 2000, a Warrant Agreement dated as of February 15, 2000 (the
"Bank Warrant Agreement") documenting the Bank Warrant was executed by the
Company and Infogrames and a certificate for the Bank Warrant was issued to
Purchaser. The Bank Warrant Agreement and the Bank Warrant certificate are
attached hereto as Exhibit 14 and incorporated herein by reference.
Merger Agreement between the Company and INA
On October 2, 2000, the Company, INA Merger Sub, Inc. ("Merger
Sub"), Infogrames, Purchaser and Infogrames North America, Inc. ("INA")
consumated the transactions contemplated under the Agreement and Plan of
Merger, dated as of September 6, 2000 (the "Merger Agreement"), pursuant to
which Merger Sub was merged with and into INA, with INA as the surviving
corporation (the "Merger"). Purchaser, as the sole stockholder of INA,
received 28 million shares of Common Stock in exchange for all the shares of
common stock of INA that Purchaser owned prior to the Merger. In connection
with the Merger, Infogrames and the Company converted the Company's debt
outstanding under the Credit Agreement and certain intercompany payables into
an aggregate of 20,089,224 shares of Common Stock. In addition, all of
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the warrants (including the Bank Warrant) held by Infogrames or Purchaser were
exercised for 955,000 shares of Common Stock.
The Merger Agreement is attended hereto as Exhibit 16 and
incorporated herein by reference.
The Filing Persons' beneficial ownership of 68,483,012 shares of
Common Stock represents a majority equity position in the Company (89.9% of the
total voting power).
The Filing Persons acquired and continues to hold the shares of
Common Stock reported herein for control purposes. Consistent with such
purposes, the Filing Persons may have discussions with management of the
Company concerning various operational and financial aspects of the Company'
business. The Filing Persons also may have discussions with management and
other shareholders of the Company concerning various ways of maximizing
long-term shareholder value.
Depending on market conditions and other factors that each of the
Filing Persons may deem material, such Filing Person may purchase additional
shares of Common Stock in the open market or in private transactions or may
make an offer to acquire all or substantially all of the outstanding shares of
Common Stock that it does not already own. Depending on these same factors,
such Filing Person may sell all or a portion of the shares of Common Stock that
it now owns or hereafter may acquire.
Except as set forth in this Amendment No. 3, the Filing Persons
have no present plans or proposals that relate to or that would result in any
of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D
of the Exchange Act.
Item 5. Interest in Securities of the Issuer.
a) In accordance with Rule 13d-3 of the Exchange Act, as a result
of Purchaser's acquisition of Common Stock, the 5% Note and certain voting
provisions under the Cayre Purchase Agreements, Purchaser may be deemed to be
the beneficial owner of 68,483,012 shares of Common Stock, which constitutes
approximately 89.9% of the 76,211,457 shares of Common Stock that may be deemed
outstanding pursuant to Rule 13d-3(d)(i)(D) under the Exchange Act. Of such
68,483,012 shares of Common Stock, (i) 12,425,992 shares have been acquired by
Purchaser pursuant to the Securities Purchase Agreement and the Cayre Purchase
Agreements, (ii) 6,727,304 shares may be acquired by Purchaser upon conversion
of the 5% Note, (iii) 260,000 shares are subject to the Cayre Purchase
Agreements, (iv) 200,000 shares have been acquired by Purchaser pursuant to the
Supplemental Agreement and (v) 61,670,217 shares have been acquired by
Purchaser pursuant to the Merger Agreement.
By virtue of its ownership of 100% of the capital stock of
Purchaser, Infogrames may be deemed to be the indirect beneficial owner of the
68,483,012 shares of Common Stock that are deemed beneficially owned by
Purchaser, which constitutes approximately 89.9% of the 76,211,457 shares of
Common Stock that may be deemed outstanding pursuant to Rule 13d-3(d)(i)(D)
under the Exchange Act.
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None of the executive officers or directors of the Filing Persons
beneficially owns any shares of Common Stock, as such term is defined in Rule
13d-3 of the Exchange Act.
b) Purchaser is deemed to have sole voting power with respect to
68,483,012 shares of Common Stock and is deemed to have sole dispositive power
with respect to 68,223,012 shares of Common Stock. By virtue of its ownership
of 100% of the capital stock of Purchaser, Infogrames is deemed to have sole
voting power with respect to 68,483,012 shares of Common Stock and is deemed to
have sole dispositive power with respect to 68,223,012 shares of Common Stock.
c) Except as described in this Amendment No. 3, none of the Filing
Persons or any executive officer or director of any of the Filing Persons has
engaged in any transaction in the shares of Common Stock, during the past sixty
days prior to the date hereof.
d) No person other than the Filing Persons listed is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Common Stock owned by Purchaser
and Infogrames.
e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
As described in Item 4 above, Purchaser is authorized and empowered
to vote 260,000 shares of Common Stock retained by the Cayre Group. Therefore,
Purchaser may be deemed to be the beneficial owner of such 260,000 shares of
Common Stock. Other than voting rights conferred by the Cayre Purchase
Agreements, Purchaser is not entitled to any rights as a stockholder with
respect to such 260,000 shares of Common Stock retained by the Cayre Group.
The Form of Cayre Purchase Agreements is attached hereto as Exhibit 10 and
incorporated herein by reference.
Amended and Restated Registration Rights Agreement
In June 2000, the Registration Rights Agreement was amended and
restated as of February 15, 2000 (the "Amended and Restated Registration Rights
Agreement") to include any shares of Common Stock issuable upon exercise of the
Bank Warrants. In connection with the Merger, the Amended and Restated
Registration Rights Agreement was further amended and restated as of October 2,
2000 (the "Second Amended and Restated Registration Rights Amendment") to
include all of the Common Stock issued to Purchaser under the Merger Agreement.
The Second Amended and Restated Registration Rights Agreement is attached
hereto as Exhibit 15 and incorporated herein by reference.
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Item 7. Material to be Filed as Exhibits.
Exhibit 1 Chart Regarding Executive Officers and
Directors of Filing Persons. (Filed on
5/26/2000 as Exhibit 1 to Amendment No. 2 to
Schedule 13D and incorporated herein by
reference.)
Exhibit 2 Joint Filing Agreement between the Filing
Persons. (Filed on 12/14/1999 as Exhibit 2
to Schedule 13D and incorporated herein by
reference.)
Exhibit 3 Securities Purchase Agreement, dated as of
November 15, 1999, among the Company and the
Filing Persons. (Filed on 12/14/1999 as
Exhibit 3 to Schedule 13D and incorporated
herein by reference.)
Exhibit 4 Short Term Note of the Company in the
Principal Amount of $25.0 million. (Filed on
12/14/1999 as Exhibit 4 to Schedule 13D and
incorporated herein by reference.)
Exhibit 5 Warrant to Purchase 50,000 shares of Common
Stock, issued to Purchaser. (Filed on
12/14/1999 as Exhibit 5 to Schedule 13D and
incorporated herein by reference.)
Exhibit 6 5% Subordinated Convertible Note of the
Company, issued to Purchaser. (Filed on
1/10/2000 as Exhibit 6 to Amendment No. 1 to
Schedule 13D and incorporated herein by
reference.)
Exhibit 7 Equity Purchase and Voting Agreement, dated
as of November 15, 1999, among the Filing
Persons and the GAP Entities. (Filed on
12/14/1999 as Exhibit 8 to Schedule 13D and
incorporated herein by reference.)
Exhibit 8 Form of GAP Warrant. (Filed on 12/14/1999 as
Exhibit 9 to Schedule 13D and incorporated
herein by reference.)
Exhibit 9 Exchange Agreement, dated as of November 15,
1999, among the Company and the GAP Entities.
(Filed on 12/14/1999 as Exhibit 10 to
Schedule 13D and incorporated herein by
reference.)
Exhibit 10 Form of Equity Purchase and Voting
Agreements, dated as of November 15, 1999,
among the Filing Persons and the members of
the Cayre Group. (Filed on 12/14/1999 as
Exhibit 11A to Schedule 13D and incorporated
herein by reference.)
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Exhibit 11 Note Purchase Agreement, dated as of November
15, 1999, between certain members of the
Cayre Group and Purchaser. (Filed on
12/14/1999 as Exhibit 11B to Schedule 13D and
incorporated herein by reference.)
Exhibit 12 Right of First Offer Agreement, dated as of
November 15, 1999, among Purchaser and the
Lenders. (Filed on 12/14/1999 as Exhibit 13
to Schedule 13D and incorporated herein by
reference.)
Exhibit 13 Supplemental Agreement, dated May 19, 2000,
between Edmondson, Ward and Infogrames.
Exhibit 14 Warrant Agreement, dated as of February 15,
2000, among the Company and Purchaser, and
Warrant to Purchase 45,000 shares of Common
Stock (225,000 shares before Reverse Stock
Split), issued to Purchaser.
Exhibit 15 Second Amended and Restated Registration
Rights Agreement, dated as of October 2,
2000, between Purchaser and the Company.
Exhibit 16 Agreement and Plan of Merger, dated as of
September 6, 2000, by and among the Company,
Merger Sub, Infogrames, Purchaser and INA.
(Filed as Exhibit A to Schedule 14C filed by
the Company on September 12, 2000 and
incorporated herein by reference.)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 3, 2000 By: INFOGRAMES ENTERTAINMENT SA
/s/ Bruno Bonnell
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Bruno Bonnell
President
Dated: October 3, 2000 By: CALIFORNIA U.S. HOLDINGS, INC.
By: /s/ Bruno Bonnell
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Bruno Bonnell
President
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