<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) JULY 1, 1996
-------------------------------
GRAPHIX ZONE, INC.
----------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE PENDING 33-0697932
---------------------------- ------------ ------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
42 CORPORATE PARK, SUITE 200, IRVINE, CALIFORNIA 92714
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 833-3838
----------------------------
NOT APPLICABLE
-------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 28, 1996, Graphix Zone, Inc., a Delaware corporation (the
"Registrant"), consummated the acquisition and merger of two public companies --
Graphix Zone, Inc., a California corporation ("GZ California"), and StarPress,
Inc., a Colorado corporation ("StarPress"), pursuant to and in accordance with
an Agreement and Plan of Reorganization dated as of January 3, 1996, by and
between GZ California and StarPress (the "Reorganization Agreement"), an
Agreement of Merger dated as of June 27, 1996 (the "GZ Merger Agreement"), by
and among the Registrant, GZ California and GZ Merger Corp., a California
corporation and wholly-owned subsidiary of the Registrant ("GZMC"), and an
Agreement of Merger dated as of June 27, 1996 (the "SP Merger Agreement"), by
and among the Registrant, StarPress and SP Merger Corp., a Colorado corporation
and wholly-owned subsidiary of the Registrant ("SPMC").
The Reorganization Agreement, the GZ Merger Agreement and the SP
Merger Agreement are collectively referred to herein as the "Merger
Agreements"). The Merger Agreements and the consummation of the transactions
contemplated thereby was approved by the respective shareholders of GZ
California and StarPress at respective special meetings of such shareholders
held on June 27, 1996.
Pursuant to the Merger Agreements, (i) GZMC was merged with and into
GZ California with GZ California as the surviving corporation (the "GZ Merger")
and StarPress was merged with and into SPMC with StarPress as the surviving
corporation (the "SP Merger" and, together with the GZ Merger, the "Mergers");
(ii) each outstanding share of GZ California was automatically converted into
the right to receive one share of Common Stock of the Registrant and each
outstanding share of StarPress was automatically converted into the right to
receive 0.14666 of a share (the "Exchange Ratio") of Common Stock of the
Registrant; and (iii) each outstanding stock option, warrant and other right to
acquire shares of Common Stock of GZ California or shares of Common Stock of
StarPress was converted into the right to acquire shares of Common Stock of the
Registrant, except that, in the case of StarPress, the number and exercise price
was adjusted based on the Exchange Ratio for the underlying shares of Common
Stock of StarPress.
The Mergers will be accounted for as a "purchase" of GZ California by
StarPress for financial reporting purposes. Each of the GZ Merger and the SP
Merger will be treated, for federal income tax purposes, as a tax-free
reorganization described in Section 368(a) of the Internal Revenue Code of 1986,
as amended (the "Code"), or as a transfer of property to the Registrant by the
respective shareholders of GZ California and StarPress (in conjunction with the
shareholders of the other) governed by Section 351 of the Code. No gain or loss
will be recognized by a shareholder of GZ California or StarPress who exchanges
stock for Common Stock of the Registrant pursuant to the Mergers; provided,
however, that shareholders of StarPress who receive cash in lieu of fractional
shares will recognize gain or loss on such exchange.
2
<PAGE>
Prior to the consummation of the Mergers, the shares of common stock
of GZ California were reported on the Nasdaq SmallCap Market under the symbol
"GZON" and the shares of common stock of StarPress were reported on the National
Association of Securities Dealers Electronic Bulletin Board under the symbol
"GTBR." The Common Stock of the Registrant began being reported on the Nasdaq
SmallCap Market under the symbol "GZON D" on July 1, 1996.
GZ California develops, produces and markets multimedia products and
services for the personal computer industry. GZ California is best known for
its interactive music CD-ROM titles, but also develops, publishes and
distributes other entertainment and education-oriented titles, and operates a
multimedia productions department.
StarPress is a low-cost developer, publisher and marketer of personal
computer CD-ROM and floppy diskette software products for the home, school and
small business markets. StarPress has historically focused its efforts on
developing software in four consumer categories: HEALTH, which provides
consumers with health information and health management interactive multimedia
software; INFOTAINMENT, which provides consumers with other non-health related
educational, art, entertainment and reference interactive multimedia software;
PERSONAL PRODUCTIVITY, which provides consumers with easy-to-use, fix-a-problem
software for home and office; and TRAVEL, which provides consumers with an
integrated solution that offers the best, most current travel planning
information. StarPress' strategy has been to identify and develop products
within these categories that will achieve sustained consumer appeal and brand
name recognition. StarPress has recently concluded that its principal ongoing
focus should be in the INFOTAINMENT and TRAVEL software categories.
The Registrant presently intends to continue the respective operations
of GZ California and StarPress in substantially the same manner as conducted
prior to the Mergers, subject to reductions in the size of the workforce due to
a redundancy of positions as a consequence of the Mergers. Additional
information with respect to the Registrant, GZ California, StarPress and the
Mergers is set forth in the Joint Proxy Statement/Prospectus of GZ California
and StarPress dated June 11, 1996 (the "Joint Proxy Statement"), filed with the
Securities and Exchange Commission (the "Commission") on June 18, 1996 and is
incorporated herein by this reference to the extent appropriate.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Incorporated herein by reference to the pertinent financial statements
contained in the Joint Proxy Statement, which is hereby incorporated herein by
this reference to the extent appropriate.
3
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION (Unaudited).
Incorporated herein by reference to the unaudited pro forma financial
information contained in the Joint Proxy Statement, which is hereby incorporated
herein by this reference to the extent appropriate.
(c) EXHIBITS.
Exhibit No. Description Page No.
- ----------- ----------- ----------
2.1 Registrant's Registration Statement on Form S-4,
together with exhibits thereto, filed under the
Securities Act of 1933, as filed with the
Commission on May 25, 1996 (File No. 333-2642) (as
amended, the "S-4 Registration Statement"), and
declared effective by the Commission on June 11,
1996.*
2.2 Agreement and Plan of Reorganization dated as of
January 3, 1996, by and between Graphix Zone,
Inc., a California corporation ("GZ California"),
StarPress, Inc., a Colorado corporation
("StarPress") (incorporated herein by reference to
Appendix A-1 to the Joint Proxy
Statement/Prospectus (the "Joint Proxy Statement")
included in the S-4 Registration Statement).
2.3 Agreement of Merger dated as of June 27, 1996, by
and among Graphix Zone Merger Corp., a California
corporation ("GZMC"), GZ California and the
Registrant (incorporated herein by reference to
Appendix A-2 to the Joint Proxy Statement included
in the S-4 Registration Statement).
2.4 Agreement of Merger dated as of June 27, 1996, by
and among SP Merger Corp., a Colorado corporation
("SPMC"), StarPress and the Registrant
(incorporated herein by reference to Appendix A-3
to the Joint Proxy Statement included in the S-4
Registration Statement).
4.1 Keep-Well Agreement dated March 13, 1996, by and
among GZ California, GT Interactive Software Corp.
and the Registrant (incorporated herein by
reference to Exhibit 10.5 to the S-4 Registration
Statement).
4
<PAGE>
Exhibit No. Description Page No.
- ----------- ----------- ----------
4.2 Registration Rights Agreement dated March 13,
1996, by and between GZ California and GT
Interactive Software Corp. (incorporated herein by
reference to Exhibit 10.7 to the S-4 Registration
Statement)
4.3 Form of Registration Rights Agreement dated
February 2, 1996, entered into by and among GZ
California and each of the accredited investors
that purchased Units, consisting of one share of
GZ California Common Stock and a warrant to
purchase one additional share of GZ California
Common Stock for every three shares of GZ
California Common Stock purchased, in GZ
California's 1996 private placement offering,
pursuant to which an aggregate of 1,449,378 shares
of GZ California Common Stock and warrants to
purchase an additional 483,135 shares of GZ
California Common Stock were issued and sold
(incorporated herein by reference to Exhibit 10.16
to the S-4 Registration Statement).
4.4 Registration Rights Agreement dated September 22,
1995, among GZ California and Morgan Capital
Management. (filed as an exhibit to the Quarterly
Report on Form 10-QSB of GZ California for the
quarterly period ended September 30, 1995, and
incorporated herein by reference).
4.5 Registration Rights Agreement dated September 22,
1995, among GZ California, Frank Cutler and
Northwest Partners (filed as an exhibit to the
Quarterly Report on Form 10-QSB of GZ California
for the quarterly period ended September 30, 1995,
and incorporated herein by reference).
4.6 Registration Rights Agreement dated August 4,
1995, among GZ California, John Tu, Thomas C. K.
Yuen, Lagunitas Partners, L.P., Prism Partners I,
Prism Partners II, Common Sense Partners, L.P.,
Song-Finder Inv. Ltd. III, L.P., Mindful Partners,
L.P., Special Equity Associates, and Eric Blattman
(filed as an exhibit to the Quarterly Report on
Form 10-QSB of GZ California for the quarterly
period ended September 30, 1995, and incorporated
herein by reference).
5
<PAGE>
Exhibit No. Description Page No.
- ----------- ----------- ----------
4.7 Registration Rights Agreement dated May 1, 1995,
among GZ California, John Tu, Thomas C.K. Yuen and
Frank Cutler (filed as an exhibit to the Annual
Report on Form 10-KSB of GZ California for the
fiscal year ended June 30, 1995, filed with the
Commission on October 5, 1995 and incorporated
herein by reference).
4.8 Registration Rights Agreement dated February 28,
1994, among GZ California, Frank Cutler, James
Cutler, Jr. and Gregory A. Brown (filed as an
exhibit to the Registration Statement of GZ
California on Form SB-2 dated March 15, 1994, or
amendment thereto dated May 15, 1994 (Registration
No. 33-76562-LA), and incorporated herein by
reference).
4.9 Registration Rights Agreement dated January 31,
1994, among GZ California, Frank Cutler, James
Cutler, Jr. and Gregory A. Brown (filed as an
exhibit to the Registration Statement of GZ
California on Form SB-2 dated March 15, 1994, or
amendment thereto dated May 15, 1994 (Registration
No. 33-76562-LA), and incorporated herein by
reference).
20 Joint Proxy Statement/Prospectus dated June 11,
1996, of GZ California and StarPress, filed with
the Commission on June 18, 1996 (contained in
the S-4 Registration Statement and incorporated
herein by reference).
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Ernst & Young LLP.
23.9 Consent of KPMG Peat Marwick LLP.
- ---------------
* Incorporated herein by reference to the Registration Statement on Form S-4
filed by the Registrant with the Commission on May 25, 1996 (File No. 333-
2642) (as amended, the "S-4 Registration Statement"), and declared
effective by the Commission on June 11, 1996.
6
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
GRAPHIX ZONE, INC.
(Registrant)
Dated: July 15, 1996 By: /s/ CHARLES R. CORTRIGHT, JR.
------------------------------
Charles R. Cortright, Jr.,
President
7
<PAGE>
Consent of Independent Auditors
The Board of Directors
StarPress, Inc.
We consent to the incorporation by reference in the Current Report on Form 8-K
dated July 15, 1996 of Graphix Zone, Inc. of our report dated March 10, 1995,
with respect to the balance sheets of StarPress Multimedia, Inc., as of December
31, 1994 and 1993, and the related statements of operations, shareholders'
deficiency, and cash flows for the year ended December 31, 1994 and for the
period from September 7, 1993 (inception) to December 31, 1993, which report
appears in the Form 8-K/A of Great Bear Technology Incorporated dated August 11,
1995 and is incorporated by reference in the registration statement (No. 333-
2642) on Form S-4 of Graphix Zone, Inc.
/s/ KPMG Peat Marwick LLP
San Jose, California
July 15, 1996
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Current Report on Form 8-K
dated July 15, 1996 of Graphix Zone, Inc. of the reference to our firm under the
caption "Experts" and to the use of our report dated August 18, 1995, except
Note 12 as to which the date is March 21, 1996, with respect to the consolidated
financial statements of StarPress, Inc. (formerly known as Great Bear Technology
Incorporated) as of June 30, 1995 and for each of the two years then ended
included in the Registration Statement (Form S-4) and in the related Joint Proxy
Statement/Prospectus of Graphix Zone, Inc. for the registration of shares of its
common stock.
/s/ Ernst & Young LLP
Walnut Creek, California
July 15, 1996
<PAGE>
Consent of Independent Auditors
The Board of Directors
Graphix Zone, Inc.
We consent to the incorporation by reference in the Current Report on Form 8-K
dated July 15, 1996 of Graphix Zone, Inc. of our report included in the
registration statement (No. 333-2642) on Form S-4 of Graphix Zone, Inc. and to
the reference to our firm under the heading "Experts" in the prospectus
contained therein.
/s/ KPMG Peat Marwick LLP
Orange County, California
July 15, 1996
