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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5 (d) (2))
[X] Definitive Information Statement (Supplemental
Materials)
INFOGRAMES, INC.
(formerly GT Interactive Software Corp.)
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant(s)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the 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:
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INFOGRAMES, INC.
417 FIFTH AVENUE
NEW YORK, NEW YORK 10016
INFORMATION STATEMENT SUPPLEMENT
June 2, 2000
This Information Statement Supplement (this "Supplement") is being
furnished on or about June 2, 2000 by Infogrames, Inc. (formerly GT Interactive
Software Corp.), a Delaware corporation (the "Company"), to the stockholders of
record of the Company as of the close of business on May 8, 2000 (the "Record
Date"). This Supplement should be read in conjunction with the accompanying
Information Statement of the Company dated May 12, 2000 (the "Information
Statement").
The Information Statement describes a recent amendment to the Company's
Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") to effect a one-for-five reverse stock split of the Company's
common stock, $0.01 par value per share (the "Amendment"). The Company planned
to distribute the Information Statement to stockholders on May 12, 2000 and to
effect the Amendment at the close of business on June 2, 2000. It has recently
come to the attention of the Company that stockholders have not received the
Information Statement as planned.
In order to afford the stockholders of the Company a sufficient
opportunity to review the accompanying Information Statement, on June 2, 2000,
the Board of Directors of the Company and the Company's majority stockholder,
California U.S. Holdings, Inc., approved an amendment to the Certificate of
Incorporation which, in effect, postpones the effectiveness of the reverse stock
split until the close of business on June 26, 2000 (the "New Amendment"). A copy
of the New Amendment is attached to this Supplement as Exhibit A. The Record
Date for the reverse stock split remains May 8, 2000. The Information Statement
is hereby amended to the extent set forth in this Supplement.
By Order of the Board of Directors
/s/ Bruno Bonnell
----------------------------------
Bruno Bonnell
Chairman and Chief Executive Officer
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<PAGE>
EXHIBIT A
CERTIFICATE OF TERMINATION
AND CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INFOGRAMES, INC.
Pursuant to Sections 103(d) and 242 of the
General Corporation Law of the
State of Delaware
Infogrames, Inc., 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 Infogrames, Inc.
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. Certificates of Amendment of the
Amended and Restated Certificate of Incorporation were filed on July 23, 1998,
February 14, 2000, May 10, 2000 and May 12, 2000.
THIRD: The May 12, 2000 Certificate of Amendment was to become
effective as of the close of business on June 2, 2000. Such May 12, 2000
Certificate of Amendment is hereby terminated pursuant to Section 103(d) of the
General Corporation Law of the State of Delaware (the "DGCL").
FOURTH: Article FOURTH of the Amended and Restated Certificate of
Incorporation of the Corporation is hereby amended pursuant to Section 242(a)(3)
of the DGCL by deleting the paragraph in Article FOURTH which precedes paragraph
(a) of such Article FOURTH and replacing such paragraph with the following
paragraph:
The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 305,000,000 shares, of
which 300,000,000 shares, par value $0.01 per share, shall be
designated Common Stock, and 5,000,000 shares, par value $0.01 per
share, shall be designated Preferred Stock. Effective as of the
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<PAGE>
close of business on June 26, 2000, each share of Common Stock, par
value $0.01 per share ("Old Common Stock"), issued and outstanding at
such time shall be and hereby is automatically reclassified and changed
into one-fifth of one share of Common Stock, par value $0.01 per share,
without any action by the holder thereof, provided that fractional
shares shall be rounded to the nearest whole share. Effective as of the
close of business on June 26, 2000, each certificate outstanding and
previously representing shares of Old Common Stock shall, until
surrendered and exchanged, be deemed, for all corporate purposes, to
constitute and represent the number of whole shares of Common Stock of
the Corporation into which the outstanding shares of Old Common Stock
previously represented by such certificate were converted by virtue of
the revere stock split.
FOURTH: This Certificate of Amendment to the Corporation's Amended
and Restated Certificate of Incorporation was declared advisable and in the best
interests of the Corporation by the Board of Directors of the Corporation
pursuant to a resolution duly adopted on June 2, 2000, and was subsequently duly
adopted in accordance with the provisions of Sections 228 and 242(b) of the DGCL
by the written consent of the holders of a majority of the outstanding stock of
the Corporation entitled to vote on June 2, 2000. In accordance with Section
228(d) of the DGCL, written notice of this corporate action has been given to
all stockholders of record of the Corporation as of May 8, 2000, who have not
consented in writing.
FIFTH: This Certificate of Amendment shall become effective at
the close of business on June 26, 2000.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed this 2nd day of June, 2000.
INFOGRAMES, INC.
By: /s/ David Fremed
------------------------------
Name: David Fremed
Title: Chief Financial Officer
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