UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
Infogrames, Inc.
(formerly GT Interactive Software Corp.)
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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 S.A.
82-84, rue du 1er mars 1943
69628 Villeurbanne cedex France
+33 (0) 4 72 65 50 00
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 15, 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 (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).
Page 1 of 14 Pages
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 362 36E 109 Page 2 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Infogrames Entertainment S.A.
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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 101,427,359
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 100,127,359
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,427,359
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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)
71.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 362 36E 109 Page 3 of 14 Pages
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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 101,427,359
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 100,127,359
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,427,359
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 4 of 14 Pages
This Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed on
December 14, 1999 (the "Schedule 13D"), as amended by Amendment No. 1 filed on
January 10, 2000, is filed by the undersigned to amend and restate in its
entirety the Schedule 13D.
Item 1. Security and Issuer.
--------------------
This statement relates to the shares of Common Stock, par value $0.01
per share ("Common Stock"), of Infogrames, Inc. (formerly GT Interactive
Software Corp.), a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 417 Fifth Avenue, New York, New York
10016.
On May 10, 2000, 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 stock market under the trading symbol "GTIS."
Item 2. Identity and Background.
------------------------
(a) - (c), (f). This Statement is being filed by Infogrames
Entertainment S.A., a corporation organized under the laws of France
("Infogrames"), and California U.S. Holdings, Inc., a California corporation and
wholly owned subsidiary of Infogrames ("Purchaser" and together with Infogrames,
the "Filing Persons"). The address for Infogrames is 82-84, rue du 1er mars
1943, 69628 Villeurbanne cedex France. The address for Purchaser is 5300 Stevens
Creek Blvd., San Jose, CA 95129. The principal business of Infogrames is the
development and distribution of computer software. The principal business of
Purchaser is the development and distribution of computer software. Attached as
Exhibit 1 is a chart setting forth, with respect to each executive officer and
director of the Filing Persons, his, her or its name, business address,
principal occupation or employment, the name and principal business of the
organization in which such employment is conducted, and citizenship.
(d) During the five years prior to the date hereof, none of the Filing
Persons nor, to the best knowledge of the Filing Persons, any executive officer
or director of any of the Filing Persons has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) During the five years prior to the date hereof, none of the Filing
Persons nor, to the best knowledge of the Filing Persons, any executive officer
or director of the Filing Persons was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 5 of 14 Pages
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Purchaser made the purchases using funds loaned to it by Infogrames,
its parent company. Infogrames funded these loans from working capital.
Item 4. Purpose of Transaction.
-----------------------
On November 15, 1999, in connection with the execution of a Securities
Purchase Agreement, dated as of November 15, 1999, among the Filing Persons and
the Company (the "Securities Purchase Agreement"), the Company issued to
Purchaser a warrant to purchase 50,000 shares of Common Stock at an exercise
price of $0.01 per share (the "Purchaser Warrant").
On December 16, 1999, upon closing of the transactions contemplated by
the Securities Purchase Agreement (the "Closing"), Purchaser acquired from the
Company and certain stockholders of the Company an aggregate of 62,129,960
shares of Common Stock, a 5% Convertible Subordinated Note of the Company in the
original principal amount of $60,587,206.72 (the "5% Note") and a warrant to
purchase 4.5 million shares of Common Stock at an exercise price of $0.01 per
share (the "GAP Warrant"), as more fully described below.
On February 15, 2000, in connection with the assumption (as more fully
described below) by Infogrames of the rights and interests of certain banks
under the Company's existing credit facility (the "Credit Agreement"), the
Company agreed to issue to Infogrames a warrant to purchase 225,000 shares of
Common Stock at an exercise price of $0.01 per share (the "Bank Warrant"). A
warrant agreement documenting the Bank Warrant has not yet been executed by the
Company and Infogrames. Such warrant agreement will be filed by an amendment to
the Schedule 13D upon its execution. Pursuant to that certain Warrant Agreement,
dated as of June 29, 1999 (the "Warrant Agreement") among the Lenders and the
Company, the company previously issued warrants to the banks (the "Previous Bank
Warrants") to acquire a total of 6,225,000 shares of Common Stock of the Company
for an exercise price of $0.01 per share of Common Stock. Of these Previous Bank
Warrants, warrants to purchase 375,000 shares of Common Stock were exercisable
on June 29, 1999, and warrants to purchase 250,000 shares of Common Stock were
exercisable on October 31, 1999.
On November 15, 1999, in connection with a bridge loan made by
Purchaser to the Company in an amount of $25.0 million and evidenced by a note
of the same amount (the "Short Term Note"), Purchaser entered into a Right of
First Offer Agreement, dated as of November 15, 1999 (the "Right of First Offer
Agreement"), with First Union National Bank, Fleet Bank, N.A., European American
Bank, National Bank of Canada and the Bank of Nova Scotia (collectively the
"Lenders"). The Right of First Offer Agreement provides that in the event that a
Lender proposes to initiate a sale of any Previous Bank Warrants or any shares
of Common Stock delivered to such Lender upon the exercise of any Previous Bank
Warrants (the "Warrant Shares"), such Lender
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 6 of 14 Pages
must first offer to sell such Previous Bank Warrants or Warrant Shares to
Purchaser. The Right of First Offer Agreement is more fully described below
under Item 6.
The Securities Purchase Agreement
On November 15, 1999, in connection with the execution of the
Securities Purchase Agreement, the Company issued to Purchaser the Purchaser
Warrant and the Short Term Note.
On December 16, 1999, upon closing of the transactions contemplated by
the Securities Purchase Agreement, the Company issued to Purchaser (a)
28,571,429 shares of Common Stock for an aggregate purchase price of $50 million
and (b) the 5% Note in exchange for (i) $25 million, (ii) cancellation of the
Short Term Note, and (iii) cancellation of the Cayre Notes (as defined below).
The 5% Note is due December 16, 2004, accrues interest at a rate of 5% per
annum, which is added quarterly to the principal amount of the 5% Note, and is
convertible as of March 31, 2000 into 33,222,399 shares of Common Stock at a
conversion price of $1.85 per share, subject to adjustment in certain
circumstances. The Securities Purchase Agreement, the Short Term Note, the
Purchaser Warrant and the 5% Note are attached hereto as Exhibits 3, 4, 5 and 6
respectively, and are incorporated herein by reference.
Pursuant to the Securities Purchase Agreement, the Company's Board of
Directors elected Mr. Bruno Bonnell and Mr. Thomas Schmider as directors of the
Company, effective as of the Closing. In addition, pursuant to the terms of the
Securities Purchase Agreement, the Company agreed that its Board of Directors
would, at the request of Infogrames, prior to the Closing elect another director
to be designated by Infogrames effective as of the Closing, provided that the
designee was reasonably acceptable to the Board of Directors. Infogrames
designated Mr. Herve Liagre for election as such director on December 17, 1999.
Pursuant to the Securities Purchase Agreement, the Company procured the
resignation of all the then current directors of the Company other than Mr.
Thomas A. Heymann and Mr. Steven A. Denning, effective as of the Closing. The
Company also agreed that, if requested by Infogrames, the Company would secure
the resignations of or remove, effective as of the Closing, any member of the
Board of Directors of any subsidiary of the Company.
Pursuant to the Securities Purchase Agreement, the Company acknowledged
that Infogrames and its affiliates engage in the same or similar activities or
lines of business as the Company and have an interest in the same area of
business opportunities. The Company agreed that Infogrames and its affiliates
shall have the right to (a) engage in the same or similar business activities or
lines of business as the Company, (b) do business with any client or customer of
the Company and (c) employ or otherwise engage any officer or other employee of
the Company, and neither Infogrames nor any affiliate or their respective
officers or directors would be liable to the Company by reason of any such
activities of Infogrames or its affiliates or of such person's participation
therein. Further, the Securities Purchase Agreement provides that in the event
that (a) Infogrames or any of its affiliates, or (b) any officer,
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 7 of 14 Pages
director or employee of the Company who is also an officer, director or employee
of Infogrames or any affiliate thereof, acquires knowledge of a potential
transaction or matter which may be a business opportunity for both the Company
and Infogrames or any of its affiliates, such business opportunity shall belong
only to Infogrames and not to the Company, and any such officer, director or
employee of the Company shall treat such business opportunity as belonging only
to Infogrames and not the Company, subject to the remainder of this paragraph.
In the case of clause (b) above, Infogrames shall determine in good faith
whether, based on the circumstances under which such person acquired this
knowledge, such business opportunity instead was offered to such person solely
in his capacity as an officer, director or employee of the Company ("Company
Capacity"). For purposes of the foregoing determination, there shall be a
presumption that such business opportunity was offered to such person in his
capacity as an officer, director or employee of Infogrames or any affiliate
thereof. In the event Infogrames determines that it was so offered to such
person in his Company Capacity, such business opportunity shall belong only to
the Company and not to Infogrames and such officer, director or employee shall
treat such business opportunity as belonging only to the Company and not to
Infogrames. With respect to any business opportunity belonging to Infogrames
pursuant to the Securities Purchase Agreement, Infogrames shall decide how to
allocate and pursue such business opportunity based on its sole determination of
what is in the best interests of Infogrames' stockholders. Infogrames' good
faith determination of the allocation of business opportunities pursuant to the
Securities Purchase Agreement shall be conclusive and binding for all purposes.
GAP Purchase Agreement
At the Closing, Purchaser acquired from the GAP Entities (as defined
below) the GAP Warrant for an aggregate purchase price of $990.00, pursuant to
the Equity Purchase and Voting Agreement, dated as of November 15, 1999 (the
"GAP Purchase Agreement"), among the Filing Persons and each of the following:
General Atlantic Partners 16, L. P., a Delaware limited partnership, General
Atlantic Partners 19, L. P., a Delaware limited partnership, General Atlantic
Partners II, L. P., a Delaware limited partnership, General Atlantic Partners
54, L. P., a Delaware limited partnership, GAP Coinvestment Partners, L. P., a
New York limited partnership and GAP Coinvestment Partners II, L. P., a Delaware
limited partnership (collectively, the "GAP Entities"). The GAP Purchase
Agreement and form of GAP Warrant are attached hereto as Exhibits 7 and 8,
respectively, and are incorporated herein by reference.
In addition, pursuant to the GAP Purchase Agreement, the GAP Entities
agreed (a) not to sell an aggregate of 7,428,525 shares of Common Stock and
600,000 shares of Series A Convertible Preferred Stock of the Company
(collectively, the "GAP Voting Shares") prior to Closing, (b) to vote (or issue
a consent in respect of) the GAP Voting Shares in favor of the transactions
contemplated by the Securities Purchase Agreement and against any action or
agreement that would reasonably be expected to impede, interfere with, delay or
attempt to discourage such transactions, (c) to grant a proxy to Purchaser to
vote the GAP Voting Shares on those matters
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 8 of 14 Pages
contemplated by clause (b) prior to the Closing, and (d) not to solicit,
initiate or knowingly encourage, participate in discussions regarding or enter
into an agreement regarding, certain business combination transactions.
GAP Exchange Agreement
At the Closing, pursuant to the Securities Exchange Agreement, dated as
of November 15, 1999, between the GAP Entities and the Company (the "Exchange
Agreement"), the GAP Entities exchanged their 600,000 shares of the Company
Series A Convertible Preferred Stock and their $20.0 million in principal amount
of 9% Subordinated Notes of the Company, due July 29, 2000, for $50.0 million in
principal amount of Convertible Subordinated Notes due 2004 issued by the
Company (the "Convertible Subordinated Notes"). The Convertible Subordinated
Notes are non-interest bearing and convertible into Common Stock at a conversion
price of $4.00 per share, subject to adjustment in certain circumstances. The
Exchange Agreement is attached hereto as Exhibit 9 and is incorporated herein by
reference.
Cayre Purchase Agreements
At the Closing, Purchaser acquired from the Cayre Group (as defined
below) 33,558,531 shares of Common Stock for an aggregate purchase price of
$25.0 million pursuant to the Equity Purchase and Voting Agreements, each dated
as of November 15, 1999 (the "Cayre Purchase Agreements") among the Filing
Persons and Joseph Cayre, Kenneth Cayre, Stanley Cayre and Jack J. Cayre, their
children and various associated trusts (collectively, the "Cayre Group"). The
Form of Cayre Purchase Agreements is attached hereto as Exhibit 10 and is
incorporated herein by reference.
In addition, at the Closing, pursuant to the Note Purchase Agreement,
dated as of November 15, 1999, between certain members of the Cayre Group and
Purchaser (the "Cayre Note Purchase Agreement"), Purchaser acquired from such
members of the Cayre Group $10.0 million in aggregate principal amount of 9%
Subordinated Notes of the Company, due July 29, 2000 (the "Cayre Notes"), for a
purchase price equal to such principal amount plus interest accrued thereon
through the Closing. In connection with the Closing under the Securities
Purchase Agreement, the Cayre Notes, together with the Short Term Note, were
cancelled in exchange for, among other things, the issuance to Purchaser of the
5% Note. The Cayre Note Purchase Agreement is attached hereto as Exhibit 11 and
is incorporated herein by reference.
Pursuant to the Cayre Purchase Agreements, the Cayre Group agreed (1)
prior to the Closing (a) not to sell any of their shares of Common Stock, (b) to
vote (or issue a consent in respect of) their shares of Common Stock in favor of
the transactions contemplated by the Securities Purchase Agreement and against
any action or agreement that would reasonably be expected to impede, interfere
with, delay or attempt to discourage such transactions, (c) to grant a proxy to
Purchaser to vote their shares of Common Stock on those matters contemplated by
clause (b) prior
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 9 of 14 Pages
to the Closing, and (d) not to solicit, initiate or knowingly encourage,
participate in discussions regarding or enter into an agreement regarding,
certain business combination transactions and (2) to grant Infogrames a proxy,
exercisable subsequent to the Closing, to vote any shares of Common Stock
retained by the Cayre Group for the election or removal of directors in the sole
discretion of Infogrames.
In addition, pursuant to the Cayre Purchase Agreements, the Cayre Group
agreed, with respect to any of the 1,300,000 shares of Common Stock retained by
the Cayre Group, to irrevocably appoint Purchaser as the attorney-in-fact and
proxy of the Cayre Group, with full power of substitution, for so long as
Infogrames beneficially owns (as determined for purposes of Regulation 13D-G
under the Exchange Act) at least a majority of shares of Common Stock generally
entitled to vote in the election of directors, to vote and otherwise act for the
election and removal of directors of the Company as Purchaser in its absolute
discretion determines to be appropriate. Pursuant to the Cayre Purchase
Agreements, the Cayre Group retains the right to transfer any of the 1,300,000
shares of Common Stock and, except in the case of a transfer to an affiliate of
the Cayre Group, upon transfer of any of the 1,300,000 shares of Common Stock,
such shares will be free of the proxy and power of attorney granted to Purchaser
under the Cayre Purchase Agreements.
Assumption of Credit Agreement
In connection with the assumption by Infogrames of the rights and
interests of certain banks under the Credit Agreement, on February 15, 2000, the
Company agreed to issue to Infogrames a warrant to purchase 225,000 shares of
Common Stock for a per share exercise price of $0.01. A warrant agreement
documenting the Bank Warrant has not yet been executed by the Company and
Infogrames. Such warrant agreement will be filed by an amendment to the Schedule
13D upon its execution.
The Filing Persons' beneficial ownership of 101,427,359 shares of
Common Stock represents a majority equity position in the Company (71.7% of the
total voting power).
The Filing Persons acquired and continue 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's 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
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 10 of 14 Pages
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. 2, 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, the GAP Warrant, the
Purchaser Warrant, the Bank Warrant and certain voting provisions under the
Cayre Purchase Agreements, Purchaser may be deemed to be the beneficial owner of
101,427,359 shares of Common Stock, which constitutes approximately 71.7% of the
141,373,564 shares of Common Stock that may be deemed outstanding pursuant to
Rule 13d-3(d)(i)(D) under the Exchange Act. Of such 101,427,359 shares of Common
Stock, (i) 62,129,960 shares have been acquired by Purchaser pursuant to the
Securities Purchase Agreement and the Cayre Purchase Agreements, (ii) 33,222,399
shares may be acquired by Purchaser upon conversion of the 5% Note, (iii)
4,500,000 shares may be acquired by Purchaser upon exercise of the GAP Warrant,
(iv) 50,000 shares may be acquired upon exercise of the Purchaser Warrant, (v)
225,000 shares may be acquired by Purchaser upon exercise of the Bank Warrant,
and (vi) 1,300,000 shares are subject to the Cayre Purchase Agreements.
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 101,427,359
shares of Common Stock that are deemed beneficially owned by Purchaser, which
constitutes approximately 71.7% of the 141,373,564 shares of Common Stock that
may be deemed outstanding pursuant to Rule 13d-3(d)(i)(D) under the Exchange
Act.
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
101,427,359 shares of Common Stock and is deemed to have sole dispositive power
with respect to 100,127,359 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 101,427,359 shares of Common Stock and is deemed to
have sole dispositive power with respect 100,127,359 shares of Common Stock.
c) During the past sixty days prior to the date hereof, 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.
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 11 of 14 Pages
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 1,300,000 shares of Common Stock retained by the Cayre Group. Therefore,
Purchaser may be deemed to be the beneficial ownership of such 1,300,000 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 1,300,000 shares of Common Stock retained by the Cayre Group.
In addition to the Securities Purchase Agreement, the GAP Purchase
Agreement, the GAP Exchange Agreement, the Cayre Purchase Agreements and the
Credit Agreement described above in Item 4, the Filing Persons are parties to a
Registration Rights Agreement, dated November 15, 1999 with the Company (the
"Registration Rights Agreement") and the Bank Documents set forth below.
Registration Rights Agreement
The Registration Rights Agreement provides that Purchaser can require
the Company to register shares of Common Stock acquired by Purchaser pursuant to
the transactions described in Item 4. Purchaser may require the Company to
effect registration of all or any portion of such shares pursuant to a "demand"
registration up to three times unless the Company is eligible to use Form S-3
(or any successor form) in which case such limit shall not apply. In addition,
Purchaser may not request registration more than one time in any six month
period. The Registration Rights Agreement also grants Purchaser certain
"piggyback" registration rights. Purchaser will not have the right to request
registration if such registration is no longer required by the Securities Act of
1933. A copy of the Registration Rights Agreement is attached hereto as Exhibit
12 and incorporated herein by reference.
Bank Documents
The Right of First Offer Agreement, dated November 15, 1999, provides
that in the event that a Lender proposes to initiate a sale of any Previous Bank
Warrants or any Warrant Shares, such Lender must first offer to sell such
Previous Bank Warrants or Warrant Shares to Purchaser at a specified cash price
(the Offering Price"). If Purchaser elects not to purchase the Subject
Securities, the Lender may then sell the Subject Securities to a third party at
a price not less than 75% of the Offering Price. A copy of the Right of First
Offer Agreement is attached hereto as Exhibit 13 and incorporated herein by
reference.
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 12 of 14 Pages
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1 Chart Regarding Executive Officers and Directors
of Filing Persons.
Exhibit 2 Joint Filing Agreement between the Filing
Persons, incorporated by reference. (Filed on
12/14/1999 as Exhibit 2 to Schedule 13D.)
Exhibit 3 Securities Purchase Agreement, dated as of
November 15, 1999, among the Company and the
Filing Persons, incorporated by reference.
(Filed on 12/14/1999 as Exhibit 3 to Schedule
13D.)
Exhibit 4 Short Term Note of the Company in the Principal
Amount of $25.0 million, incorporated by
reference. (Filed on 12/14/1999 as Exhibit 4 to
Schedule 13D.)
Exhibit 5 Warrant to Purchase 50,000 shares of Common
Stock, issued to Purchaser, incorporated by
reference. (Filed on 12/14/1999 as Exhibit 5 to
Schedule 13D.)
Exhibit 6 5% Subordinated Convertible Note of the Company,
issued to Purchaser, incorporated by reference.
(Filed on 1/10/2000 as Exhibit 6 to Amendment
No.1 to Schedule 13D.)
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.)
Exhibit 8 Form of GAP Warrant, incorporated by reference.
(Filed on 12/14/1999 as Exhibit 9 to Schedule
13D.)
Exhibit 9 Exchange Agreement, dated as of
November 15, 1999, among the Company and the GAP
Entities, incorporated by reference. (Filed on
12/14/1999 as Exhibit 10 to Schedule 13D.)
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,
incorporated by reference. (Filed on 12/14/1999
as Exhibit 11A to Schedule 13D.)
Exhibit 11 Note Purchase Agreement, dated as of
November 15, 1999, between certain members of the
Cayre Group and
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 13 of 14 Pages
Purchaser, incorporated by reference. (Filed on
12/14/1999 as Exhibit 11B to Schedule 13D.)
Exhibit 12 Registration Rights Agreement, dated as of
November 15, 1999, between Purchaser and the
Company, incorporated by reference. (Filed on
12/14/1999 as Exhibit 12 to Schedule 13D.)
Exhibit 13 Right of First Offer Agreement, dated as of
November 15, 1999, among Purchaser and the
Lenders, incorporated by reference. (Filed on
12/14/1999 as Exhibit 13 to Schedule 13D.)
<PAGE>
CUSIP NO. 362 36E 109 SCHEDULE 13D/A Page 14 of 14 Pages
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: May 26, 2000 INFOGRAMES ENTERTAINMENT S.A.
By: /s/ Bruno Bonnell
------------------------
Name: Bruno Bonnell
Title: President
Dated: May 26, 2000 CALIFORNIA U.S. HOLDINGS, INC.
By: /s/ Bruno Bonnell
------------------------
Name: Bruno Bonnell
Title: President
Exhibit 1
CHART REGARDING
EXECUTIVE OFFICERS AND DIRECTORS OF FILING PERSONS
<TABLE>
<CAPTION>
Name Director (D) Citizenship / Principal Occupation Principal Business Address
and/or Executive Jurisdiction or Employment
Officer (EO) of
of Infogrames Organization
(I) and/or
Purchaser (P)
- ----------------- ------------------ --------------- ---------------------- ------------------------- -----------------------------
<S> <C> <C> <C> <C> <C>
Bruno Bonnell I (D) (EO) France Chief Executive of Development and Infogrames Entertainment S.A.
P (D) (EO) Infogrames Distribution of 82-84, rue du 1ers mars 1943
computer software 69628 Villeurbanne cedex
France
Thomas Schmider I (D) (EO) France Managing Director of Development and Infogrames Entertainment S.A.
P (D) (EO) Infogrames Distribution of 82-84, rue du 1ers mars 1943
Computer Software 69628 Villeurbanne cedex
France
Chritophe Sapet I (D) (EO) France Managing Director of Development and Infogrames Entertainment S.A.
Infogrames Distribution of 82-84, rue du 1ers mars 1943
Computer Software 69628 Villeurbanne cedex
France
Eric Mottet I (D) France Consultant Development and Infogrames Entertainment S.A.
Distribution of 82-84, rue du 1ers mars
Computer Software 69628 Villeurbanne cedex
France
Benoit Regnault I (D) France Director of Development and Infogrames Entertainment S.A.
de Maulmin Interactive Partners Distribution of 82-84, rue du 1ers mars
Computer Software 69628 Villeurbanne cedex
France
David Ward I (D) (EO) England UK Director of Development and Infogrames Entertainment S.A.
Infogrames Distribution of 82-84, rue du 1ers mars
Computer Software 69628 Villeurbanne cedex
France
Jean-Claude I (D) (EO) France Director and Development and Infogrames Entertainment S.A.
Larue Managing Director of Distribution of 82-84, rue du 1ers mars
Infogrames Computer Software 69628 Villeurbanne cedex
France
Pierre Sissman I (D) France Director of Development and Infogrames Entertainment S.A.
Infogrames Distribution of 82-84, rue du 1ers mars
Computer Software 69628 Villeurbanne cedex
France
Societe I (D) France Multimedia and Multimedia and 9 rond point des Champs -
Dassault Entertainment Entertainment Elysees, 75008 Paris, France
Multimedia
Societe I (D) France Financial Investment Financial Investment 3 rue Jacques Bingen
Financiere Gaz and Commodities and Commodities 75017 Paris, France
et Eau
Yves Legris P (D) (EO) France Director and Chief Development and California U.S. Holdings, Inc.
Operating Officer Distribution of c/o Infogrames North America
of California U.S. Computer Software 5300 Stevens Creek Blvd.
Holdings, Inc. San Rose, CA 95129
</TABLE>
