FORM 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of
the Securities Exchange Act of
1934, Section 17(a) of the
Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
|_| Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
See Instruction 1(b).
|_| Form 3 Holdings Reported
|_| Form 4 Transactions Reported
1. Name and Address of Reporting Person*: Infogrames Entertainment S.A.
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(Last) (First) (Middle)
84 rue du 1 er Mars 1943
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(Street)
Villeurbanne France 69100
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(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol:
GT Interactive Software Corp. (GTIS)
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
March 31, 2000
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
__X__ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.01 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
3. Transaction Code:
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
5. Amount of Securities Beneficially Owned at End of Issuer's
Fiscal Year:
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
*If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
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Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Convertible notes convertible into shares of Common Stock
Warrants convertible into shares of Common Stock
2. Conversion or Exercise Price of Derivative Security:
$1.95 per share
$0.01 per share
3. Transaction Date :
(Month/Day/Year)
3/31/2000
3/31/2000
4. Transaction Code:
(Instr. 8)
Code
J(b)
J(c)
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
472,558
225,000
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 472,558
Common Stock 225,000
8. Price of Derivative Security:
(Instr. 5)
n/a
n/a
9. Number of Derivative Securities Beneficially Owned at End of Year:
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
1(a)
1(a)
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
(a) These seccurities are owned by California U.S. Holdings, Inc., a wholly
owned subsidiary of Infogrames Entertainment, S.A.
(b) Accrual of interest on a convertible note which is due December 16, 2004
and accrues interest at a rate of 5% per annum, which is added quarterly
to the principal amount of the note.
(c) Issued pursuant to the terms of a credit agreement, dated
February 15, 2000, with First Union National Bank, fleet Bank, N.A., Bank
of America. N.A., European American Bank, National Bank of Canada and The
Bank of Nova Scotia, which called for the issuance of a warrant if the
credit agreement was not repaid prior to February 28, 2000.
** Intentional misstatements or /s/ Bruno Bonnell
omissions of facts constitute -----------------------
Federal Criminal Violations. ** Signature of Reporting Person
See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a).
Date: May 15, 2000
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB number.
