<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) May 12, 1999
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INTERPLAY ENTERTAINMENT CORP.
-----------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-24363 33-0102707
-------- ------- ----------
(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
--------------
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On May 12, 1999, Interplay Entertainment Corp. (the "Company") signed a
letter of intent with Titus Interactive SA ("Titus") pursuant to which Titus
will loan the Company $5 million (the "Loan"), and the Company and Titus will
negotiate certain additional transactions, including the purchase of 6.25
million shares of the Company's Common Stock by Titus at a purchase price of $4
per share, and the swap by Brian Fargo, the Company's chairman and chief
executive officer, of 2 million shares of Interplay Common Stock for an agreed
upon number of Titus Shares. As part of the agreements to be negotiated under
the letter of intent, Titus chairman and chief executive officer Herve Caen
would become president of Interplay. Should the definitive agreements
contemplated by the letter of intent not be entered into by the Company and
Titus on or before August 31, 1999, the Loan must be repaid (together with
interest at a rate of 6% per annum) by the Company, or, at the option of Titus,
may be converted into shares of the Company's Common Stock. The Loan would be
converted at a price equal to the average closing price of the Company's Common
Stock on the Nasdaq National Market System for the ten days prior to the
effective date of the registration of certain shares of the Company's Common
Stock previously purchased from the Company by Titus. If the Loan is converted,
the shares of the Company's Common Stock into which the Loan is converted would
also be included in such registration. The letter of intent also amends the
Stock Purchase Agreement dated March 18, 1999 between the Company and Titus to
among other things, extend the period during which the Company may not negotiate
or solicit the acquisition of the Company, its business or its assets by any
person or entity other than Titus to August 31, 1999. Copies of the letter of
intent and the convertible promissory note evidencing the Loan are attached as
Exhibits 99.1 and 99.2, respectively, to this Report and are incorporated herein
by this reference. A copy of the Company's press release announcing the letter
of intent and the transactions contemplated thereby is attached as Exhibit 99.3
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 Letter of Intent dated May 12, 1999 and signed by
Interplay Entertainment Corp and Titus Interactive
SA.
99.2 Convertible Promissory Note for $5 million dated
May 12, 1999 and issued by Interplay Entertainment
Corp to Titus Interactive SA.
99.3 Press Release - May 12, 1999 - Interplay Signs
Letter of Intent with Titus Interactive for $25
Million Equity Investment.
2
<PAGE>
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: June 2, 1999 BY: /s/ Brian Fargo
--------------------
Brian Fargo,
Chief Executive Officer
3
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Number Description Numbered Page
- -------------- ----------- -------------
99.1 Letter of Intent dated May 12, 1999 and
signed by Interplay Entertainment Corp
and Titus Interactive SA. 5
99.2 Convertible Promissary Note for $5 million
issued by Interplay Entertainment Corp to
Titus Interactive SA. 10
99.3 Press Release - May 12, 1999-Interplay Signs
Letter of Intent with Titus Interactive for
$25 Million Equity Investment. 14
<PAGE>
EXHIBIT 99.1
May 12, 1999
Mr. Herve Caen
Chairman and Chief Executive Officer
Titus Interactive SA
c/o Titus Software Corporation
20432 Corisco Street
Chatsworth, CA 91311
Mr. Brian Fargo
16815 Von Karman Ave.
Irvine, CA 92606
Gentlemen:
The purpose of this letter (the "Letter of Intent") is to express the
intentions and, in certain respects, agreement of Interplay Entertainment Corp.,
a Delaware corporation ("Interplay"), Titus Interactive SA, a French corporation
("Titus"), and Brian Fargo, an individual, with respect to the transactions
described herein.
The transactions include the following key elements:
1. Sale of Stock. Interplay and Titus would enter into an agreement
-------------
whereby Interplay would issue 6,250,000 shares of Common Stock to Titus at a
price of $4.00 per share, for aggregate consideration of $25,000,000 (the
"Additional Purchase"). Such agreement would be on substantially the same terms
and conditions as the Initial Stock Purchase Agreement (as defined below).
2. Amendment of Stock Purchase Agreement. The Stock Purchase Agreement
-------------------------------------
dated March 18, 1999 and entered into by and among Interplay, Titus and Brian
Fargo (the "Initial Stock Purchase Agreement") is hereby amended or will be
amended as follows:
a. Effective upon the Additional Closing (as defined below), Section
10.3 of the Initial Stock Purchase Agreement is deleted in its entirety, and
Interplay would have no further rights with respect to the shares referred to
therein.
b. Effective upon the execution of this Letter of Intent, Section
8.14 of the Initial Stock Purchase Agreement is hereby amended by replacing "(i)
ninety (90) days from the Closing Date hereof" with "(i) August 31, 1999."
c. Effective upon the execution of this Letter of Intent, Section
8.15 of the Initial Stock Purchase Agreement is hereby amended by replacing
"During the Restricted Period" with "On or before August 31, 1999."
<PAGE>
d. Effective upon the execution of this Letter of Intent, Section
11.1 of the Initial Stock Purchase Agreement is hereby amended by including the
Conversion Stock (as defined below) in the definition of the term "Registrable
Stock." For all purposes of the Initial Stock Purchase Agreement, the term
"Registrable Stock" shall include the Conversion Stock.
3. Exchange of Shares with Brian Fargo. Titus and Brian Fargo would
-----------------------------------
enter into an agreement whereby Mr. Fargo will exchange 2,000,000 shares of
Interplay Common Stock owned by him for shares of Titus Common Stock (the
"Exchanged Shares") at an exchange rate determined by dividing Ten Million
Dollars ($10,000,000) (based upon a per share price for Fargo's shares of
Interplay Common Stock of $5.00) by the average of the closing price per share
of Titus Common Stock for the ten (10) trading days ended the date before the
date hereof.
Under the terms of such Agreement, (a) Mr. Fargo would agree not to
sell, transfer or otherwise dispose of, or pledge, collateralize or hypothecate
any of the Exchanged Shares, or enter into any contract, option, or other
arrangement with respect to any of the foregoing (each, a "Transfer") for a
period of two hundred seventy (270) days following the closing date of the
transaction (the "Lock-Up Period"), (b) following the expiration of the Lock-Up
Period, Mr. Fargo would have the right, from time to time, to elect, by written
notice to Titus, to require Titus to arrange for the sale of all or any portion
of such Exchanged Shares on Mr. Fargo's behalf (which sale could be to Titus, or
to Herve Caen or Eric Caen if Titus so elects). After the expiration of the
Lock-Up Period, each of Titus, Herve Caen and Eric Caen would have a right of
first refusal to purchase the Exchanged Shares in the event that Mr. Fargo
desires to Transfer any or all of such Exchanged Shares. If Titus is unable to
arrange a sale of such Exchanged Shares within sixty (60) days following receipt
of such notice, then Titus shall, at Fargo's option, either (x) repurchase such
Exchanged Shares for cash at a purchase price equal to the average closing
trading price per share of Titus Common Stock for the ten (10) trading days
immediately preceding the date of such notice or (y) exchange such Exchanged
Shares for shares of Interplay Common Stock at an exchange rate based upon the
average closing trading price per share of Interplay Common Stock and Titus
Common Stock for the ten (10) trading days immediately preceding the date of
such notice.
4. Management of Interplay. Unless otherwise mutually agreed by
-----------------------
Interplay, Mr. Fargo and Titus, Mr. Fargo would be the Chief Executive Officer
of Interplay, and Herve Caen would be the President of Interplay. Prior to the
Additional Closing (as defined below), the parties would agree on the relative
roles and duties of Messrs. Fargo and Caen, it being understood and agreed that
certain significant operating decisions would require the joint approval of
Fargo and Caen. In addition, immediately after the closing of the transactions
contemplated by this Letter of Intent (the "Additional Closing"), the parties
would agree on an operating plan (the "Plan") for Interplay for the twelve (12)
months following the Additional Closing, and Messrs. Fargo and Caen would
operate Interplay in accordance with the Plan, except as may otherwise be
approved by Interplay's Board of Directors.
5. Voting Agreement. Interplay, Titus and Mr. Fargo would enter into a
----------------
Voting Agreement whereby after the Additional Closing, Titus and Mr. Fargo would
each vote their shares to elect to Interplay's Board of Directors (a) three (3)
individuals nominated by Mr. Fargo,
2
<PAGE>
(b) three (3) individuals nominated by Titus and (c) two (2) individuals not
affiliated with either Interplay or Titus who are mutually agreed upon by
Interplay and Titus.
6. Additional Financing. Titus would use its commercially reasonable
--------------------
efforts to raise additional debt or equity financing in the European capital
markets following the Additional Closing on terms and conditions reasonably
acceptable to Titus (the "Titus Financing"). Thereafter, Titus would provide
Interplay with an unsecured line of credit (the "Line of Credit") for a term of
one year in an aggregate principal amount equal to the lesser of (a) thirty
percent (30%) of the Titus Financing or (b) Fifteen Million Dollars
($15,000,000). The interest rate payable and other material terms with respect
to such Line of Credit would be substantially the same as the Titus Financing;
provided, however, that if the Titus Financing is solely in the form of equity,
the Line of Credit would have an interest rate and other material terms
substantially the same as the terms of any intercompany indebtedness between
Titus and Titus Software Corporation.
7. Distribution Agreement. Interplay and Titus would enter into
----------------------
negotiations for an agreement whereby Titus would grant to Interplay (or a newly
formed entity jointly owned by Titus and Interplay) exclusive rights to
distribute all of its products related to console gaming systems in North
America in exchange for a distribution fee to be mutually agreed upon by Titus
and Interplay. The parties anticipate that such an agreement would be reached
on or before the Additional Closing.
8. Representations and Warranties of Interplay. Interplay represents and
-------------------------------------------
warrants to, and covenants and agrees with, Titus as follows:
a. Interplay has all requisite corporate power and authority to
execute, deliver and perform this Letter of Intent and the Note (as defined
below), and all corporate acts and proceedings required for the authorization,
execution and delivery of this Letter of Intent and the Note and the performance
of this Letter of Intent and the Note have been lawfully and validly taken.
b. To the extent provided in Section 9.e. hereof, this Letter of
Intent and the Note constitute the legal, valid and binding obligations of
Interplay and are enforceable against Interplay in accordance with their
respective terms, except as such enforcement is limited by bankruptcy,
insolvency and other similar laws affecting the enforcement of creditors' rights
generally.
c. This Letter of Intent and the Note, and the terms hereof and
thereof, have been approved by Greyrock Business Credit, and the execution,
delivery and performance of this Letter of Intent and the Note will not violate
or be in conflict with any other material agreement to which Interplay is a
party.
d. Since the date of the Initial Stock Purchase Agreement, Interplay
has not experienced any event that would have a Material Adverse Effect (as
defined in the Initial Stock Purchase Agreement) on Interplay.
3
<PAGE>
9. General.
-------
a. The transactions described in this Letter of Intent will be
accomplished, where applicable, pursuant to the terms of definitive agreements
to be negotiated by the parties thereto. Subject to Section 1 hereof, such
agreements would be in form and content mutually satisfactory to the parties and
will include such terms and conditions as are customary in transactions of that
type.
b. Titus shall pay Interplay the amount of $5,000,000 concurrently
with the execution of this Letter of Intent (the "Deposit"). Simultaneously
therewith, Interplay shall execute the Convertible Promissory Note attached
hereto as Exhibit A (the "Note"). The Deposit shall be used by Interplay only
for the purposes permitted under the Initial Stock Purchase Agreement. In the
event the transactions contemplated by this Letter of Intent are not consummated
on or before August 31, 1999 for any reason, then the Deposit, together with
interest at the rate of six percent (6%) from the date hereof until paid, shall
be refunded by Interplay to Titus in full or, at the election of Titus, may be
converted into shares of Common Stock of Interplay (the "Conversion Stock") at a
price per share calculated in accordance with the terms of the Note. In the
event the transactions contemplated by this Letter of Intent are consummated on
or before August 31, 1999, the Deposit, without interest, shall be credited
against the purchase price paid by Titus for the Additional Purchase.
c. The parties to any agreements proposed to be entered into
pursuant to the transactions described herein will negotiate in good faith and
will use their commercially reasonable efforts to execute such agreements so as
to enable these transactions to close no later than August 31, 1999.
d. Interplay and Titus acknowledge that this Letter of Intent is
covered by the terms of those certain Nondisclosure Agreements dated November
10, 1998, and March 3, 1999, between Interplay and Titus.
e. Except as provided in Sections 2.b., 2.c., 2.d., 8, 9.b., 9.d.,
9.f. and 9.g. hereof, this Letter of Intent is not intended to be a legally
binding obligation of Interplay, Titus and Mr. Fargo.
f. Interplay and Titus shall bear their own respective legal,
accounting and other expenses in connection with the proposed transaction.
g. Any public announcement of the transactions contemplated hereby
must be approved in writing as to content and timing in advance by both
Interplay and Titus; provided, however, that any party may make any announcement
required by law, but only after such party makes a good faith effort to contact
the other parties hereto prior to such announcement.
4
<PAGE>
If the foregoing correctly reflects your understanding of our mutual
intentions (and, as set forth in Section 9.e. hereof, agreements), please so
indicate by signing and returning the enclosed copy of this letter.
Very truly yours,
INTERPLAY ENTERTAINMENT CORP.
By: /s/ Brian Fargo
------------------------------
Brian Fargo,
Chief Executive Officer and
Chairman of the Board
ACKNOWLEDGED AND AGREED TO
AS OF THE DATE OF THIS LETTER:
TITUS INTERACTIVE SA
By: /s/ Herve Caen
---------------------------
Herve Caen,
Chairman and
Chief Executive Officer
/s/ Brian Fargo
- --------------------------------
Brian Fargo, individually
5
<PAGE>
EXHIBIT 99.2
CONVERTIBLE PROMISSORY NOTE
$5,000,000.00 May 12, 1999
Irvine, California
The undersigned, Interplay Entertainment Corp. (the "Company"), hereby
promises to pay to the order of Titus Interactive SA or its assignee (the
"Holder") the principal amount of FIVE MILLION DOLLARS ($5,000,000.00) with
interest on the unpaid principal balance at the rate of six percent (6.0%) per
annum until principal and interest have been paid in full. Such interest shall
accrue on the basis of actual days based on a 365-day year. Unless earlier
accelerated or converted in accordance with the terms hereof, the entire amount
of principal and interest shall be due and payable in full on the earlier of (a)
August 31, 1999 or (b) the date upon which the Company and Holder mutually agree
not to consummate the transactions contemplated by the Letter Agreement (as
defined below) (in any case, the "Maturity Date"). Principal and interest shall
be paid in lawful money of the United States. This Note may not be prepaid
without the prior written consent of the Holder which may be granted or withheld
in Holder's discretion.
Each payment made pursuant to this Note shall be credited first on
interest then due and the remainder on principal; and interest shall thereupon
cease to accrue upon the principal so credited.
This Note is issued to the Holder pursuant to that certain Letter of
Intent of even date herewith among the Company, the Holder and Brian Fargo (the
"Letter Agreement") and is entitled to the benefits thereof.
"Event of Default" shall mean the occurrence or existence of any one or
more of the following: (i) failure of the Company to make any payment when due
of principal or interest on this Note; (ii) if the Company shall become
insolvent or file a petition under any chapter of the United Sates Bankruptcy
Code or a petition to take advantage of any other bankruptcy or insolvency law;
(iii) if a custodian, receiver or trustee of all or any part of the Company's
property shall be appointed and not be dismissed within 60 days; (iv) if any
assignment for the benefit of the Company's creditors shall be made; (v) if the
Company admits in writing its inability to pay its debts generally as they
become due; (vi) the Company breaches any covenant contained herein (other than
that covered by clause (i) above) or in the Letter Agreement or in any other
agreement by which the Company is bound to the Holder, and the Company fails to
cure such breach for a period of thirty (30) days after the Company receives
notice of such breach from the Holder; (vii) any of the representations or
warranties of the Company contained in the Letter Agreement were untrue in any
material respect when made; (viii) the acceleration of the indebtedness
outstanding pursuant to that certain Loan and Security Agreement dated June 16,
1997 between the Company and Greyrock Business Credit, as amended to date (the
"Greyrock Indebtedness"); or (ix) any event which constitutes (or with the
giving of notice or lapse of time or both would
<PAGE>
constitute) a default under any material indebtedness (defined as any
indebtedness equal to $100,000 or more) of the Company owed to a bank,
commercial lender or other financial institution (other than the Greyrock
Indebtedness). Upon the occurrence of any Event of Default, the unpaid principal
amount of and accrued interest on this Note shall automatically become
immediately due and payable, without presentment, demand, protest or other
requirements of any kind, all of which are hereby expressly waived by the
Company.
Principal and interest shall be paid in lawful money of the United States
and shall be made to Holder c/o Titus Software Corporation, 20432 Corisco
Street, Chatsworth, California 91311, or at such other place as Holder shall
have designated to the Company in writing for such purpose.
Until this Note has been paid in full, at any time on or after the
Maturity Date, the unpaid balance of this Note may be converted, at the option
of Holder, in whole or in part, into a number of fully paid and nonassessable
shares of the Company's Common Stock (the "Common Stock") which shall equal the
quotient of (a) the unpaid balance of this Note which Holder so elects to
convert divided by (b) the price per share of Common Stock. The "price per share
of Common Stock*" shall be the average closing price (appropriately adjusted for
stock dividends, stock splits or combinations) of the Common Stock on the NASDAQ
National Market System, as reported in The Wall Street Journal or other
-----------------------
nationally recognized publication or service that reports such data, for the ten
(10) consecutive trading days immediately preceding the effective date of
registration of the Common Stock in accordance with the terms of the Initial
Stock Purchase Agreement (as defined in the Letter Agreement).
The conversion of this Note into Common Stock may be effected at any time
on or after the Maturity Date, on any business day prior to payment in full, by
the Holder providing the Company with Holder's written irrevocable election to
convert (such notice to be effective upon receipt by the Company, including by
facsimile, at its principal executive offices), and thereupon the indebtedness
owed under this Note which is so converted shall be extinguished. Holder shall
be deemed the holder of record of the number of shares of Common Stock into
which this Note is so converted as of the effective date of such notice.
Promptly after its receipt of such notice, the Company shall notify its transfer
agent of such conversion, and cause such transfer agent to issue a stock
certificate therefor in the name of Holder as promptly as practicable, and in
any event within fifteen (15) business days thereafter.
The Company shall at all times reserve and keep available for issuance
upon the conversion of the unpaid balance or any portion thereof of this Note
such number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the conversion in full of the unpaid balance of this Note.
The Company agrees to pay all costs, including reasonable attorneys'
fees, incurred by the Holder in enforcing payment or conversion hereof, or its
other rights hereunder or under the Letter Agreement, and hereby waives to the
full extent permitted by law, all rights to plead any statute of limitations as
a defense to any action hereunder.
-2-
<PAGE>
The Company will not, by amendment of its certificate of incorporation or
through reorganization, consolidation, merger, dissolution, stock split, stock
dividend, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Note, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Note against
impairment. Without limiting the generality of the foregoing, the Company will
take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the conversion of the unpaid balance of this Note at the time
outstanding.
In case (1) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time receivable upon the conversion
of the unpaid balance of this Note) for the purpose of entitling them to receive
any dividend or other distribution, or any right to subscribe for or purchase
any shares of stock of any class or any other securities, or to receive any
other right, or (2) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation, or (3)
of any voluntary dissolution, liquidation or winding-up of the Company, then,
and in each such case, the Company will mail or cause to be mailed to Holder a
notice specifying, as the case may be, (a) the date on which a record is to be
taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution or right, or (b) the date on
which such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or such stock or
securities at the time receivable upon the conversion of the unpaid balance of
this Note) shall be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be mailed at least
thirty (30) days prior to the date therein specified.
This Note shall be governed by, and construed and enforced in accordance
with, the internal laws (and not the law of conflicts) of the State of
California.
-3-
<PAGE>
[CONVERTIBLE PROMISSORY NOTE SIGNATURE PAGE]
IN WITNESS WHEREOF, the Company has caused this Note to be executed as of
the day and year first written above.
INTERPLAY ENTERTAINMENT CORP.,
a Delaware corporation
By: /s/ Brian Fargo
-----------------------------------
Name: Brian Fargo
Title: Chief Executive Officer
-4-
<PAGE>
EXHIBIT 99.3
Wednesday May 12, 6:51 pm Eastern Time
Company Press Release
SOURCE: Interplay Entertainment Corp.
Interplay Signs Letter of Intent With Titus Interactive For $25 Million Equity
Agreement
IRVINE, Calif., May 12 /PRNewswire/ -- Interplay Entertainment Corp. (Nasdaq:
IPLY - news), a leading interactive entertainment software company, today
announced that Titus Interactive S.A., a publicly traded French company
(TITP.LN) has signed a letter of intent to make a strategic equity investment of
$25 million in Interplay purchasing 6.25 million shares of Common Stock at $4
per share. In connection with this proposed transaction, Brian Fargo,
Interplay's chairman and chief executive officer, would also swap two million
personal shares of Interplay Common Stock for an agreed upon number of Titus
shares. This investment follows the March 19, 1999 transaction in which Titus
purchased shares of Interplay Entertainment Common Stock for $10 million.
The obligations of Titus are subject to Titus and Interplay entering into
definitive agreements. Concurrently with signing the letter of intent, Titus
made a $5 million short-term loan to Interplay, which is convertible into
interplay Common Stock if the definitive agreements are not completed. As part
of the agreement Titus Chairman and Chief Executive Officer Herve Caen would
become president of Interplay. Brian Fargo would remain as chairman and chief
executive officer of Interplay.
Interplay Chairman and Chief Executive Officer Brian Fargo said, "This would
provide Interplay with access to capital and the potential to increase console
revenues. The prospect of distributing Titus' strong line-up of licensed console
titles will allow Interplay to achieve a critical mass with strength in both the
PC and console market."
Fargo noted, "We are already seeing greater than anticipated sell-through on
"Baldur's Gate: Tales of the Sword Coast," which just began to ship last
Wednesday and we have "Descent 3" and "Kingpin" anticipated to be released in
the second quarter. The proposed Titus agreement will add a key component that
we did not previously possess -- impressive console products with great
licenses, and Herve joining Interplay would add a wealth of experience to our
executive management team."
Titus Chairman and Chief Executive Officer Herve Caen stated, "Our strength as a
company has been to create great console software with licenses that have a
significant following on a world-wide basis. The combination of Titus' scheduled
releases of "Superman," "Xena" and "Hercules" with Interplay's superb PC
products would benefit both companies. I look forward to the prospect of
becoming the president of Interplay."
Titus Interactive S.A., was founded in 1985 by Herve and Eric Caen. The company
has quickly grown into one of Europe's leading multi-platform software
developers and publishers. 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.
Titus trades on the French stock exchange Euro NM: (TITP.LN).
<PAGE>
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,
Interplay Sports, 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.
For example, there can be no assurances that the Company and Titus Software will
enter into definitive agreements or a strategic relationship. 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 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 10K 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.
SOURCE: Interplay Entertainment Corp.
2
