<PAGE> 1
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:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
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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<PAGE> 2
GT INTERACTIVE SOFTWARE CORP.
417 FIFTH AVENUE
NEW YORK, NEW YORK 10016
INFORMATION STATEMENT
**WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY**
INTRODUCTION
This Information Statement is being furnished on or about May [12], 2000 by
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"), in connection with the adoption of a certificate of
amendment (the "Amendment") to the Amended and Restated Certificate of
Incorporation of the Company (the "Certificate of Incorporation") by the written
consent of the holder of a majority of the Company's outstanding common stock,
$0.01 par value per share (the "Common Stock"). A copy of the Amendment is
attached to this document as Exhibit A.
On April 6, 2000, the Company's Board of Directors (the "Board of
Directors") approved the Amendment to effectuate a one-for-five reverse stock
split of the issued and outstanding shares of Common Stock (the "Reverse Stock
Split"). On April 6, 2000, the Amendment was approved by the written consent of
California U.S. Holdings, Inc., a California corporation ("CUSH"), as the holder
of a majority of the outstanding Common Stock, and was filed and accepted by the
Secretary of State of the State of Delaware on May [12], 2000, with a delaying
provision that provides that the Amendment will not become effective until June
[2], 2000 (the "Effective Date"). Under applicable federal securities laws, the
Amendment cannot be effected until at least 20 calendar days after this
Information Statement is sent or given to the stockholders of the Company.
Section 228 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that the written consent of the holders of outstanding shares
of voting stock, having not less than the minimum number of votes which would be
necessary to authorize or take action at a meeting at which all shares entitled
to vote thereon were present and voted, may be substituted for a meeting of
stockholders to approve such action. Pursuant to Section 242 of the DGCL, a
majority of the outstanding shares of voting stock entitled to vote thereon is
required in order to amend the Certificate of Incorporation.
As of the Record Date, there were [103,216,452] shares of Common Stock
issued and outstanding, and each share of Common Stock is entitled to one vote
with respect to the approval of the Amendment. By written consent in lieu of a
meeting, CUSH, as the holder of [62,130,010] shares of Common Stock,
representing approximately [60]% of the outstanding shares of Common Stock, has
approved the Amendment. Accordingly, all corporate actions necessary to
authorize the Amendment have been taken and the Company is not seeking written
consents from any of its other stockholders.
The Company will bear all of the costs of the preparation and dissemination
of this Information Statement and the accompanying materials. No consideration
has been or will be paid to any officer, director or employee of the Company in
connection with the Reverse Stock Split or the preparation and dissemination of
this Information Statement and the accompanying materials or otherwise in
connection with the Reverse Stock Split.
AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
The approval and adoption of the Amendment effectuates the Reverse Stock
Split of the outstanding shares of Common Stock on the Effective Date. The par
value of the Common Stock will remain $0.01 per share. The Common Stock issued
pursuant to the Reverse Stock Split will be fully paid and non-assessable. The
respective voting rights and other rights that accompany the Common Stock will
not be affected by the
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<PAGE> 3
Reverse Stock Split. The Reverse Stock Split will not involve the purchase of
fractional shares. All fractional shares due to any holder of Common Stock after
aggregating such holder's shares will be rounded up to the nearest whole share.
The number of authorized shares of the Company's capital stock will remain at
305,000,000 shares, of which 300,000,000 shares will be designated Common Stock
and 5,000,000 shares will be designated Preferred Stock. The number of
stockholders as of the Record Date will remain unchanged and unaffected by the
proposed Reverse Stock Split. The Company will continue to be subject to the
periodic reporting requirements of the Securities Exchange Act of 1934, as
amended.
The principal effects of the Reverse Stock Split will be:
1. Based upon [103,216,452] shares of Common Stock outstanding as of
the Record Date, the Reverse Stock Split will decrease the outstanding
shares of Common Stock by approximately eighty percent (80%), and
thereafter approximately [20,643,290] shares of Common Stock will be
outstanding, (plus a nominal amount of additional shares, depending on the
number of fractional shares that are rounded up). The Reverse Stock Split
will not affect any stockholder's proportionate equity interest in the
Company, subject to the provisions for the rounding up of fractional
shares.
2. After the Reverse Stock Split, the Common Stock issued and
outstanding will represent approximately 7% of the Company's authorized
Common Stock, leaving approximately [279,356,710] shares of Common Stock
available for future issuance by the Board of Directors without further
action by the stockholders, subject to applicable law. There are no shares
of Preferred Stock outstanding and the Reverse Stock Split will not affect
the number of authorized shares of Preferred Stock.
3. By effecting the Reverse Stock Split without a corresponding
decrease in the number of authorized shares, the Reverse Stock Split in
effect increases the number of the Company's authorized shares of Common
Stock available for future issuance. The increase in the authorized number
of shares of Common Stock could have an anti-takeover effect, although that
is not the intention of the Company. If the Board of Directors desired to
issue additional shares of Common Stock in the future, such issuance could
dilute the voting power of a person seeking control of the Company, thereby
deterring or rendering more difficult a merger, tender offer, proxy contest
or an extraordinary corporate transaction opposed by the Company. The
availability of this defensive strategy to the Company could discourage
unsolicited takeover attempts, thereby limiting the opportunity for the
Company's stockholders to realize a higher price for their shares than
might be generally available in the public markets. The Board of Directors
is not aware of any attempt, or contemplated attempt, to change the control
of the Company, and this amendment is not being effectuated with the intent
that it be used as a type of anti-takeover device. There are currently no
plans, understandings, arrangements or agreements concerning the issuance
of additional shares of Common Stock.
4. By decreasing the number of shares of outstanding Common Stock
without altering the aggregate economic interest in the Company represented
by the outstanding shares, the Board of Directors believes that the market
price per share of outstanding Common Stock will increase to a price that
will enable the Company to meet the minimum closing bid price per share
required by the Nasdaq National Market, as described below.
5. As of the Record Date, there were outstanding options to purchase
an aggregate of 12,037,577 shares of Common Stock under the Company's stock
option plans, with per share exercise prices ranging from $0.04 per share
to $14.00 per share. All of the Company's stock option plans, pursuant to
which all of the outstanding options have been granted, include provisions
for a proportional downward adjustment in the number of shares covered
thereby and a corresponding increase in the exercise price thereof, in the
event of a reverse stock split. After the Reverse Stock Split, each
outstanding option will represent the right to purchase twenty percent
(20%) of the shares of Common Stock previously covered thereby, and the
exercise price per share will be five times the previous exercise price.
6. As of the Record Date, there were outstanding warrants to purchase
Common Stock entitling the holders thereof to purchase an aggregate of
6,631,625 shares of Common Stock with per share exercise prices ranging
from $0.01 per share to $14.00 per share. All of the outstanding warrants
include provisions
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for a proportional downward adjustment in the number of shares covered
thereby and a corresponding increase in the exercise price thereof, in the
event of a reverse stock split. After the Reverse Stock Split, each
outstanding warrant will represent the right to purchase twenty percent
(20%) of the shares of Common Stock previously covered thereby, and the
exercise price per share will be five times the previous exercise price.
7. As of the Record Date, there were outstanding notes convertible
into an aggregate of 45,722,399 shares of Common Stock. All of the
outstanding notes include provisions for a proportional downward adjustment
in the number of shares covered thereby and a corresponding increase in the
conversion rate thereof, in the event of a reverse stock split. After the
Reverse Stock Split, each outstanding note will be convertible into twenty
percent (20%) of the shares of Common Stock previously covered thereby, and
the conversion rate will be five times the previous conversion rate.
The following table illustrates the principal effects of the Reserve Stock
Split on the Company's Common Stock:
<TABLE>
<CAPTION>
PRIOR TO AFTER
NUMBER OF SHARES REVERSE SPLIT REVERSE SPLIT
- ---------------- ------------- -------------
<S> <C> <C>
Authorized.......................................... 300,000,000 300,000,000
Outstanding......................................... 103,216,452 20,643,290(1)
Available for Future Issuance....................... 196,783,548(2) 279,356,710(3)
</TABLE>
- ---------------
(1) Number is approximate. The actual number of outstanding shares of Common
Stock after the Reverse Stock Split will depend on the number of fractional
shares that are rounded up.
(2) Includes 64,391,601 shares reserved for issuance upon the exercise of
outstanding warrants and options and the conversion of outstanding
convertibles notes.
(3) Includes approximately 12,878,320 shares reserved for issuance upon the
exercise of outstanding warrants and options and the conversion of
outstanding convertibles notes.
EXCHANGE OF STOCK CERTIFICATES
As of the Effective Date, each certificate representing shares of Common
Stock outstanding immediately prior to the Reverse Stock Split ("Old Shares")
will be deemed, automatically and without any action on your part, to represent
one-fifth the number of shares of Common Stock after the Reverse Stock Split
rounded up to the nearest whole share ("New Shares"). All stockholders of record
on the Record Date will be required to exchange their certificates representing
Old Shares for certificates representing New Shares. Enclosed is a Letter of
Transmittal for use in exchanging old stock certificates for a new stock
certificate. The Letter of Transmittal contains all instructions relating to the
exchange of stock certificates by stockholders, and must be completed and
returned together with the certificates for Old Shares in order for each
stockholder to receive certificates for New Shares. The Company's transfer
agent, American Stock Transfer & Trust Company, will act as exchange agent
("Exchange Agent") for the purpose of implementing the exchange of stock
certificates. Upon such surrender, a certificate representing the New Shares
will be issued and forwarded to you. However, each certificate representing Old
Shares will continue to be valid and represent New Shares equal to one-fifth the
number of Old Shares until surrendered. Under the DGCL, holders of Common Stock
are not entitled to dissenters' rights with respect to the Reverse Stock Split.
REASON FOR THE AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
We have received notice from the Nasdaq National Market that our Common
Stock has failed to maintain certain maintenance standard criteria as required
by Nasdaq rules. Nasdaq has notified us that if we fail to demonstrate
compliance with certain alternate maintenance standard criteria, including a
minimum
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closing bid price of $5.00 per share of Common Stock for ten consecutive days,
our securities may be subject to delisting from the Nasdaq National Market.
The principal purpose of the Reverse Stock Split is to reduce the number of
shares of Common Stock outstanding and thereby increase the market price per
share in order to comply with the Nasdaq requirements. The Board of Directors
believes that a decrease in the number of outstanding shares of Common Stock
should increase the market price of the outstanding shares, although we cannot
assure you that the market price of the Common Stock will rise in proportion to
the reduction in the number of outstanding shares of Common Stock resulting from
the Reverse Stock Split or that any increase in the market price of the Common
Stock will be maintained for a substantial period. Further, we cannot assure you
that the market price of the New Shares will be five times the market price per
Old Share or that the market price will either exceed or remain in excess of the
minimum closing bid price of $5.00 per share of Common Stock required by Nasdaq.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The following is a summary of certain material U.S. federal income tax
consequences of the Reverse Stock Split and does not purport to be complete. It
does not discuss any state, local, foreign or minimum income or other U.S.
federal tax consequences. The summary is for general information only and does
not discuss consequences which may apply to special classes of taxpayers, such
as banks, insurance companies, regulated investment companies, personal holding
companies, foreign entities, nonresident alien individuals, broker-dealers and
tax-exempt entities. The discussion is based on the provisions of the U.S.
federal income tax law as of the date hereof, which is subject to change. This
summary also assumes that the Old Shares were, and the New Shares will be, held
as a "capital asset," as defined in the Internal Revenue Code of 1986, as
amended.
The tax treatment of a stockholder may vary depending upon the particular
facts and circumstances of such stockholder. ACCORDINGLY, YOU ARE URGED TO
CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE CONSEQUENCES TO YOU AS A
RESULT OF THE REVERSE STOCK SPLIT.
The Reverse Stock Split will qualify as a recapitalization for U.S. federal
income tax purposes. As a result,
- You should not recognize any gain or loss in the exchange of all of your
Old Shares for New Shares.
- The aggregate basis of the New Shares to be received in the Reverse Stock
Split (including any fractional share deemed received) will be the same
as the aggregate basis of the Old Shares surrendered in exchange
therefor.
- The holding period of the New Shares to be received in the Reverse Stock
Split (including any fractional share deemed received) will include the
holding period of the Old Shares surrendered in exchange therefor.
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning Common Stock
beneficially owned as of the Record Date by (i) each director of the Company,
the Company's Chief Executive Officer and its four other most highly compensated
executive officers, (ii) all directors and executive officers of the Company as
a group, and (iii) each stockholder known by the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock. Unless otherwise
indicated in the footnotes to the table, the beneficial owners named have, to
the knowledge of the Company, sole voting and dispositive power with respect to
the shares beneficially owned by them, subject to community property laws where
applicable.
<TABLE>
<CAPTION>
SHARES SHARES
BENEFICIALLY BENEFICIALLY OWNED
OWNED AS OF AFTER REVERSE STOCK
MAY 8, 2000** SPLIT
------------- -------------------
SHARES PERCENT SHARES
------------- ------- -------------------
<S> <C> <C> <C>
General Atlantic Partners, LLC...................... 19,928,525(1) 17.2 3,985,705
3 Pickwick Plaza, Greenwich, CT 06830
Steven A. Denning................................... 19,928,525(2) 17.2 3,985,705
California U.S. Holdings, Inc....................... 101,427,409(3) 71.8 20,285,482
84, rue du ler Mars 1943, Villeurbanne, 69100
France
Infogrames Entertainment S.A........................ 101,427,409(4) 71.8 20,285,482
84, rue du ler Mars 1943, Villeurbanne, 69100
France
Bruno Bonnell....................................... 101,427,409(4) 71.8 20,285,482
Thomas Schmider..................................... 101,427,409(4) 71.8 20,285,482
Thomas A. Heymann................................... 750,000(5) * 150,000
Ann E. Kronen....................................... 0(6) * 0
Denis Guyennot...................................... 0(7) * 0
Robert De Laurentis................................. 0(8) * 0
Harry M. Rubin...................................... 315,228(9) * 63,046
John T. Baker....................................... 0(10) * 0
All executive officers and directors as a group (9
persons).......................................... 122,421,162(11) 79.1 24,484,233
</TABLE>
- ---------------
* Less than 1%
** As of the Record Date, [103,216,452] shares of Common Stock were
outstanding, excluding shares issuable upon exercise or conversion of
outstanding options, warrants, convertible notes and other convertible
securities.
(1) Includes (i) 4,184,545 shares held by General Atlantic Partners 16, L.P.
("GAP 16"), 2,092,273 shares held by General Atlantic Partners 19, L.P.
("GAP 19"), 647,707 shares held by GAP Coinvestment Partners, L.P. ("GAP
Coinvestment") and 504,000 shares held by General Atlantic Partners II,
L.P. ("GAP II"), and (ii) 10,203,000 shares of Common Stock issuable upon
conversion of a convertible note held by General Atlantic Partners 54, L.P.
("GAP 54") and 2,297,000 shares of Common Stock issuable upon conversion of
a convertible note held by GAP Coinvestment Partners II, L.P. ("GAP
Coinvestment II"). The general partner of GAP 16, GAP 19, GAP II and GAP 54
is General Atlantic Partners, LLC, a Delaware limited liability company.
The managing members of General Atlantic Partners, LLC are also the general
partners of GAP Coinvestment and GAP Coinvestment II. Mr. Denning, a
director of the Company, is the Executive Managing Member of General
Atlantic Partners, LLC and a general partner of GAP Coinvestment and GAP
Coinvestment II. Mr. Denning disclaims beneficial ownership of shares owned
by GAP 16, GAP 19, GAP 54, GAP Coinvestment, GAP Coinvestment II and GAP
II, except to the extent of his pecuniary interest therein.
(2) See footnote 1.
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(3) Includes a proxy for the vote of 1,300,000 shares of Common Stock held by
the Cayre family; 4,775,000 shares of Common Stock issuable upon exercise
of warrants; and 33,222,399 shares of Common Stock issuable upon conversion
of a convertible note. Infogrames Entertainment S.A. ("Infogrames") may be
deemed to beneficially own all of the shares held by CUSH because CUSH is a
wholly-owned subsidiary of Infogrames. Mr. Bruno Bonnell may be deemed to
beneficially own all of the shares held by CUSH because he is the Chairman
of the Board of Directors, President and Chief Executive Officer of
Infogrames. Mr. Thomas Schmider may be deemed to beneficially own all of
the shares held by CUSH because he is the Managing Director of Infogrames.
Each of Mr. Bonnell and Mr. Schmider disclaims beneficial ownership of such
shares.
(4) See footnote 3. Messrs. Bonnell and Schmider were elected to serve as
members of the Board of Directors of the Company on December 16, 1999. Mr.
Bonnell was elected Chairman of the Board and Chief Executive Officer of
the Company effective February 11, 2000. Mr. Bonnell is the beneficial
owner of % of Infogrames. Mr. Schmider is the beneficial owner
of % of Infogrames.
(5) Mr. Heymann is a Director of the Company. Mr. Heymann resigned as Chairman
of the Board and Chief Executive Officer of the Company effective February
11, 2000. Represents 750,000 shares underlying options exercisable within
60 days.
(6) Ms. Kronen is a Director of the Company.
(7) Mr. Guyennot is a Director and the President and Chief Operating Officer of
the Company.
(8) Mr. De Laurentis is the acting Chief Financial Officer of the Company.
(9) Mr. Rubin is President, International Division of the Company. Represents
315,228 shares underlying options exercisable within 60 days.
(10) Mr. Baker resigned as President and Chief Operating Officer of the Company
effective February 18, 2000.
(11) See footnotes 1 and 3. Includes (i) a proxy for the vote of 1,300,000
shares of Common Stock held by the Cayre family; (ii) 4,775,000 shares
issuable upon the exercise of warrants to purchase Common Stock; (iii)
33,222,399 shares issuable upon conversion of the note held by Infogrames;
(iv) 12,500,000 shares issuable upon conversion of the notes held by GAP
Coinvestment II and GAP 54; and (v) 1,065,228 shares underlying options
exercisable within 60 days.
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By Order of the Board of Directors,
--------------------------------------
Bruno Bonnell
Chairman and Chief Executive Officer
New York, New York
May [12], 2000
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GT INTERACTIVE SOFTWARE CORP.
PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE
GT Interactive Software Corp., 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 GT Interactive Software Corp.
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 and February 14, 2000.
THIRD: The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended pursuant to Section 242(a)(3) of the General
Corporation Law of the State of Delaware (the "DGCL") by amending Article FOURTH
as follows:
"FOURTH: 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 close of business on June [2], 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 up to the nearest whole
share."
"Effective as of the close of business on June [2], 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 reverse stock split."
FOURTH: This Certificate of Amendment to the Corporation's Amended and
Restated Certificate of Incorporation was declared advisable in the best
interests of the Corporation by the Board of Directors of the Corporation
pursuant to a resolution duly adopted on April 6, 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 April 6, 2000. In accordance with
Section 228(d) of the DGCL, written notice of the 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 [2], 2000.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed this [12th] day of May, 2000.
GT INTERACTIVE SOFTWARE CORP.
By:
------------------------------------
Name:
Title:
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<PAGE> 11
LETTER OF TRANSMITTAL
FOR SHARES OF COMMON STOCK
OF
GT INTERACTIVE SOFTWARE CORP.
SURRENDERED FOR EXCHANGE
PURSUANT TO A ONE-FOR-FIVE REVERSE STOCK SPLIT
------------------------
The Exchange Agent:
AMERICAN STOCK TRANSFER & TRUST COMPANY
40 Wall Street
46th Floor
New York, NY 10005
FOR INFORMATION CALL (800) 937-5449
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER
OF TRANSMITTAL IS COMPLETED.
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CERTIFICATE(S) SURRENDERED
- --------------------------------------------------------------------------------------------------------------
CERTIFICATE(S) ENCLOSED
NAME AND ADDRESS OF REGISTERED OWNER(S) (ATTACH ADDITIONAL LIST IF NECESSARY.)
- --------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES
CERTIFICATE REPRESENTED BY
NUMBER(S) CERTIFICATE(S)
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
TOTAL SHARES:
- --------------------------------------------------------------------------------------------------------------
</TABLE>
American Stock Transfer & Trust Company FOR INFORMATION CALL:
Attn: Transfer Department (800) 937-5449
40 Wall Street, 46th Floor
New York, NY 10005
Ladies and Gentlemen:
Enclosed are one or more certificates representing shares of common stock
("OLD SHARES") of GT Interactive Software Corp. (the "Company").
In connection with the reverse stock split of the Company's common stock
which is intended to be completed on or about June [2], 2000, the undersigned
hereby surrenders the certificate(s) noted above representing Old Shares of the
Company for the purpose of receiving from the Company shares of common stock
("NEW SHARES") on the basis of one (1) New Share for every five (5) Old Shares
of common stock.
NOTE: SIGNATURES MUST BE PROVIDED.
PLEASE READ THE FOLLOWING INSTRUCTIONS CAREFULLY.
<PAGE> 12
BOX A [ ] SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 2)
This box should be completed only if the certificate(s) representing New
Shares is to be in the name of someone other than the registered holder(s), or
if the name listed above is to be corrected. In such cases, the certificate(s)
representing Old Shares must be properly assigned and signature guaranteed.
Issue check to:
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
- --------------------------------------------------------------------------------
BOX B [ ] SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 3)
This box should be completed only if the certificate(s) representing New
Shares is to be issued to the registered holder(s) but sent to an address other
than that listed above.
Mail check to:
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
BOX C [ ] LOST CERTIFICATES
If you have lost your certificate(s) representing Old Shares, please check
this Box C. (If you have lost your certificate(s), the Company will require such
further information and assurances concerning lost certificates and such
affidavits of loss, indemnity bonds and guarantees as it may deem advisable.)
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SIGN HERE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF REGISTERED HOLDER(S))
Dated
- ----------------------------------
This Letter of Transmittal must be signed by registered holder(s) exactly as
name(s) appear(s) on the Certificates or by authorized representative(s) of such
person(s). If signing is by an officer on behalf of a corporation or by an
attorney, executor, administrator, trustee, guardian, agent or other person
acting in a fiduciary or representative capacity, please provide the information
requested below. See Instruction 5.
Name(s) ------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
-----------------------------------------------------------------
Address-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(ZIP CODE)
Area Code and Telephone Number ( )
------------------------------------------------
Taxpayer Identification or Social Security Number
-------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 2.)
Name of Firm
---------------------------------------------------------------------
Authorized Signature
----------------------------------------------------------------
Dated
- ----------------------------------
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INSTRUCTIONS
To complete this Letter of Transmittal properly, all persons must provide,
in the box on the first page, the certificate number(s) and the number of Old
Shares being surrendered with this Letter of Transmittal and complete the
signature box above. In addition, Boxes A through C on page 1 of this Letter of
Transmittal are provided for stockholders to exchange their certificates
representing Old Shares. The following paragraphs briefly outline the use of
these Boxes:
BOX A: To be completed ONLY if you want your certificate representing New
Shares to be issued in the name of someone other than the
registered holder(s), or if the name listed above is to be
corrected.
BOX B: To be completed ONLY if you want your certificate representing New
Shares sent to an address other than that listed in the Box on the
first page of this Letter of Transmittal.
BOX C: To be completed ONLY if you have lost your certificate(s).
The following instructions further explain how to complete this Letter of
Transmittal and form a part of the terms and conditions of this Letter of
Transmittal.
1. DELIVERY OF LETTER OF TRANSMITTAL. This Letter of Transmittal should
be completed and signed by the record holder(s) of the certificate(s)
representing Old Shares listed on the first page of this Letter of Transmittal
(unless the listed certificate(s) have been transferred or assigned prior to the
effective date of the reverse stock split, in which case this Letter of
Transmittal should be signed by the transferee or assignee). This Letter of
Transmittal, together with the certificate(s) listed on this form should be sent
by mail or delivered by hand to the location noted above. If you are completing
Box A the signatures thereon and on this Letter of Transmittal should be
guaranteed (as defined in Instruction 2(a) below).
The method of delivery of all documents is at the option and risk of the
stockholder. It is suggested that if you mail these documents, such mail should
be registered, return receipt requested, and properly insured.
2. ISSUANCE OF NEW CERTIFICATE IN DIFFERENT NAME(S) (BOX A). If the
certificate for New Shares is to be issued in the same name as that of the
record holder inscribed on the surrendered certificates, the surrendered
certificate(s) need not be endorsed. If the certificate(s) for New Shares is to
be issued in a name other than that of the record holder of the listed
certificate(s) exactly as it appears thereon, please be guided by the following:
(a) Endorsements and Guarantee. The certificate(s) surrendered must
be properly endorsed (or accompanied by one or more appropriate stock
powers properly executed by the record holder of such certificate(s)) to
the person who is to receive the new certificate(s). The signature of the
record holder on the endorsement or stock power must correspond with the
name as written upon the face of the certificate(s) surrendered in every
particular and must be guaranteed by a financial institution that is a
member of the Stock Transfer Association approved medallion program such as
STAMP, SEMP, or MSP (a "Qualified Guarantor").
(b) Transferee's Signature. If a transfer or an assignment is being
made, this Letter of Transmittal must be signed by the person transferring
or assigning the shares, or his or her agent, and should not be signed by
the person to whom the transfer or assignment is made. The signature of
such transferor, assignor, or agent must be guaranteed by a Qualified
Guarantor as defined in Instruction 2(a).
(c) Correction of or Change of Name. For a name correction, or for a
change in name which does not involve a change in ownership, proceed as
follows. For a correction in name, the listed certificate(s) should be
endorsed, for example, "James E. Brown, incorrectly inscribed as J.E.
Brown," with the signature guaranteed as described in Instruction 2(a). For
a change in name by marriage, the surrendered certificate(s) should be
endorsed, for example, "Mary Doe, now by marriage Mary Jones," with the
signature guaranteed as described in Instruction 2(a).
3. SPECIAL DELIVERY INSTRUCTIONS. Unless instructions to the contrary are
given in Box B, the certificate for New Shares to be distributed upon exchange
of the Old Shares surrendered with this Letter of Transmittal will be mailed
either to the address shown in the box at the top of page 1 (if this Letter of
Transmittal is signed by the person whose name appears in such box) or to the
address shown in Box A (if Box A is completed in accordance with Instruction 2).
4. SIGNATURES. This Letter of Transmittal must be signed by (or on behalf
of) the record holder(s) of the surrendered certificate(s). In the case of joint
tenants, both should sign. If different certificates surrendered with this
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<PAGE> 15
Letter of Transmittal are registered in different forms of the name of any
person signing this Letter of Transmittal (e.g. John Doe, J. Doe, J.A. Doe), it
will be necessary for such person either to sign this Letter of Transmittal in
each way in which the certificates are registered or to sign as many Letters of
Transmittal as there are different forms of registration. If any surrendered
certificate is being transferred or assigned, please follow Instruction 2.
5. SUPPORTING EVIDENCE. In case any Letter of Transmittal, certificate
endorsement, or stock power is executed by an agent, attorney, administrator,
executor, guardian, trustee, officer of a corporation on behalf of the
corporation, or other person in a fiduciary or representative capacity, the full
title of such person should be given and documentary evidence of appointment and
authority to act in such capacity (including court orders and corporate
resolutions where necessary) should also be submitted. Such documentary evidence
of authority must be in a form satisfactory to the Company.
6. MISCELLANEOUS. The Company is not under any duty to give notification
of defects in any Letter of Transmittal and shall not incur any liability for
failure to give such notification. The Company has the absolute right to reject
any and all Letters of Transmittal not in proper form or to waive any
irregularities in any Letter of Transmittal.
7. ADDITIONAL COPIES. Additional copies of this Letter of Transmittal may
be obtained from American Stock Transfer & Trust Company.
8. YOU MUST COMPLETE ANY APPROPRIATE BOXES ACCOMPANYING THESE INSTRUCTIONS
IN ORDER TO RECEIVE A CERTIFICATE REPRESENTING NEW SHARES IN EXCHANGE FOR OLD
SHARES. IF YOU DO NOT COMPLETE THE BOXES, THE COMPANY WILL DELIVER THE
CERTIFICATE REPRESENTING THE NEW SHARES ACCORDING TO THE INFORMATION CONTAINED
IN THE COMPANY'S STOCK TRANSFER BOOKS.
IF FURTHER INSTRUCTIONS ARE NECESSARY, CALL (800) 937-5449.
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