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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 20, 1999
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INTERPLAY ENTERTAINMENT CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24363 33-0102707
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
16815 Von Karman Avenue, Irvine, California 92606
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 553-6655
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On July 20, 1999, Interplay Entertainment Corp. (the "Company") entered
into a stock purchase agreement (the "Stock Purchase Agreement") with Titus
Interactive S.A. ("Titus") and Brian Fargo ("Fargo") pursuant to which Titus
will purchase 6.25 million shares of the Company's Common Stock at a purchase
price of $4 per share, for aggregate consideration of $25 million (the "Stock
Sale"). The consummation of the Stock Sale is subject to certain conditions,
including the approval of the Stock Sale by the Company's stockholders. The
Stock Sale and the additional transactions contemplated thereby are expected to
close following the Company's stockholder meeting scheduled for August 24, 1999.
In connection with the Stock Purchase Agreement, Fargo and Titus have
entered into an Exchange Agreement pursuant to which Fargo will exchange
2,000,000 of his shares of the Company's Common Stock for 96,666 shares of Titus
Common Stock (the "Exchange"). Titus previously made a $10 million equity
investment in the Company in March 1999, and holds an option to purchase
4,658,216 shares of the Company's Common Stock currently held by Universal
Studios, Inc. (the "Universal Option"). Following the exercise of the Universal
Option and the closing of the Stock Sale and the Exchange, Titus will own
approximately 57% of the Company's outstanding Common Stock.
Also in connection with the Stock Purchase Agreement, the Company, Titus
and Fargo have negotiated a voting agreement which provides for certain
restrictions on the voting of the shares of Company Common Stock held by Titus
and Fargo, and gives Titus and Fargo certain rights and imposes certain
obligations with respect to transfers or sales of such shares. Further, the
Company has negotiated employment agreements with Fargo and with Titus President
Herve Caen, which provide that, following the closing of the Stock Sale and the
transactions contemplated thereby, Messrs. Fargo and Caen will serve as the
Company's Chief Executive Officer and President, respectively.
A copy of the Company's press release announcing the signing of the Stock
Purchase Agreement and the transactions contemplated thereby is attached as
Exhibit 99.1 to this Report and incorporated herein by this reference.
Item 7. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits. The following exhibits are filed as part of this Report.
Exhibit Number Description
99.1 Press Release - July 22, 1999 - Interplay Signs
Agreement with Titus Interactive For $25 Million
Equity Financing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERPLAY ENTERTAINMENT CORP.
Date: July 29, 1999 By: /s/ Brian Fargo
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Brian Fargo,
Chief Executive Officer
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EXHIBIT INDEX
Sequentially
Exhibit Number Description Numbered Page
- -------------- ----------------------------------------------- -------------
99.1 Press Release - July 22, 1999 - Interplay Signs 5
Agreement with Titus Interactive For $25 Million
Equity Financing.
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EXHIBIT 99.1
Thursday July 22, 8:12 am Eastern Time
Company Press Release
SOURCE: Interplay Entertainment Corp.
Interplay Signs Agreement with Titus Interactive For $25 Million Equity
Financing
IRVINE, Calif., July 22 /PRNewswire/ -- Interplay Entertainment Corp. (Nasdaq:
IPLY), a leading interactive entertainment software company, announced today
that it has signed an agreement with Titus Interactive SA, (TITP.LN), a leading
European interactive entertainment software company, pursuant to which Titus
will purchase 6.25 million shares of Interplay Common Stock at a price of $4.00
per share. The transaction is subject to standard conditions, including the
approval of the Interplay stockholders, and is expected to close in late August
1999 following the Interplay stockholders meeting currently scheduled for August
24, 1999. The Company will use the net proceeds of the sale for repayment of
debt, additional working capital and other general corporate purposes.
The Stock Purchase Agreement is based upon the letter of intent between
Interplay and Titus dated May 12, 1999 and follows Titus' $10 million equity
investment in the Company in March 1999. As part of the agreement, Titus has an
option to purchase all of the shares of Interplay Common Stock held by Universal
Studios, Inc. which was granted to Titus by Universal in connection with the
March 1999 financing. In addition, as a condition to Titus' obligations under
the Stock Purchase Agreement, Brian Fargo, the Company's chairman and chief
executive officer, will exchange 2,000,000 shares of Interplay Common Stock held
by him for shares of Titus common stock. Following these transactions, Titus is
expected to hold approximately 57% of the outstanding Common Stock of the
Company.
Interplay Chairman and Chief Executive Officer Brian Fargo said, "We believe
that this transaction is a positive one for our stockholders in three specific
areas. It will provide Interplay with access to capital that we can use to
reduce debt and fund growth. Through the distribution of Titus products in North
America we will increase our console revenues for 1999 and beyond, and the
addition of Herve Caen will further strengthen our management team."
Fargo continued, "The turnaround that has been in progress at Interplay over
the past few months will be bolstered by this transaction. We have already had
two #1 titles in the first half of 1999 alone, and many of our most highly
anticipated 1999 releases are currently scheduled for the second half. With the
combination of our PC titles, including Star Trek: Starfleet Command,
Planescape: Torment and Messiah, and Titus' console line-up, which includes Xena
and Hercules, we are looking forward to a great holiday season."
Titus Chairman and Chief Executive Officer Herve Caen stated, "The fact that
Titus is paying a premium over the current trading price for these Interplay
shares shows how much we believe in Interplay now and for the future. This
transaction represents a new chapter for Titus and Interplay, as we believe that
the combined strengths of these two companies will make them a major force in
the
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interactive entertainment industry. I think we will look back on this agreement
as a pivotal event in our companies' histories."
Upon the closing of the transaction, Interplay, Titus and Fargo will enter into
a Stockholder Agreement providing for certain voting agreements, rights of first
refusal, tag-along rights, approval rights of Titus with respect to certain
actions by Interplay, and certain other matters. In addition, Titus and certain
of its major shareholders will enter into an Exchange Agreement implementing the
exchange of shares referenced above and providing for certain lock-up provisions
and put rights with respect to such shares. Interplay will also enter into
three-year employment agreements with Fargo and Herve Caen, Titus' chairman and
chief executive officer, pursuant to which they will be employed as chief
executive officer and president, respectively, of the Company. Interplay and
Titus will also negotiate a distribution agreement pursuant to which Interplay
or a jointly owned entity would distribute substantially all of Titus' console
titles in North America. Pursuant to the Stock Purchase Agreement, the Company
will file a registration statement covering the shares of Interplay Common Stock
issued to Titus in connection with the two financings.
Upon the closing of the transaction, Herve Caen will join the Company's board of
directors along with Eric Caen, Titus' head of development, replacing Mark
Pinkerton and Kenneth Kay, former designees of Universal Studios, Inc. who
resigned from the board in anticipation of the purchase by Titus of Universal's
stock in the Company.
Titus Interactive SA is one of Europe's leading multi-platform software
developers and publishers. Founded in 1985 by Herve and Eric Caen, Titus has
developed a number of highly acclaimed games for both PC and console. With
offices in Paris, Los Angeles, San Diego, London and Tokyo, the company has
established an extensive distribution network and has gained strong market
shares worldwide in the video game and software industries. Titus trades on the
French stock exchange Euro NM: (TITP.LN). More comprehensive information on
Titus and its products is available through its worldwide web site at
http://www.titusgames.com.
Interplay Entertainment Corp. is a leading developer, publisher and distributor
of interactive entertainment software for both core gamers and the mass market.
Interplay currently balances its development efforts by publishing for personal
computers and current generation video game consoles. Interplay releases
products through Interplay, Shiny Entertainment, Tantrum, Black Isle Studios, 14
Degrees East, its distribution partners and its wholly owned subsidiary
Interplay OEM, Inc. More comprehensive information on Interplay and its products
is available through its worldwide web site at http://www.interplay.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:
This release contains forward-looking statements involving risks and
uncertainties that may cause actual future events or results to differ
materially and adversely from those described in the forward-looking statements.
Additional important factors that may cause a difference between projected and
actual results for Interplay include, but are not limited to, future capital
requirements, risks of delays in development and introduction of new products,
dependence on new product introductions which achieve significant market
acceptance and the uncertainties of consumer preferences, dependence on third
party software developers for a significant portion of new products, risks of
rapid technological
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change and platform change, intense competition, seasonality, risks of product
defects and resulting returns, dependence upon licenses from third parties,
risks associated with dependence upon third party distribution, dependence upon
key personnel and risks associated with international business, intellectual
property disputes and other factors discussed in the Company's filings from time
to time with the Securities Exchange Commission, including but not limited the
Company's annual report on Form 10-K for the year ended December 31, 1998.
Interplay disclaims any obligation to revise or update any forward-looking
statement that may be made from time to time by it or on its behalf.
Note: All trademarks and copyrights are the property of their respective owners.
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