SIERRA ON LINE INC
8-K, 1995-12-06
PREPACKAGED SOFTWARE
Previous: COMDISCO INC, PRER14A, 1995-12-06
Next: PACIFIC INTERNATIONAL SERVICES CORP, SC 13E4/A, 1995-12-06



<PAGE>   1
                       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): November 30, 1995


                              SIERRA ON-LINE, INC.
           (Exact name of each registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                                     0-17154
                            (Commission File Number)

                                   77-0164293
                        (IRS Employer Identification No.)

         3380 - 146th Place S.E., Suite 300, Bellevue, Washington 98007
              (Address of principal executive offices) (Zip Code)

                                 (206) 649-9800
              (Registrant's telephone number, including area code)

                                      None
          (Former name or former address, if changed since last report)
<PAGE>   2
ITEM 5.  OTHER EVENTS

         ACQUISITION OF PAPYRUS DESIGN GROUP, INC.

         On November 30, 1995, Sierra On-Line, Inc., a Delaware corporation
("Sierra"), acquired all the outstanding capital stock of Papyrus Design Group,
Inc., a Massachusetts corporation ("Papyrus"), in exchange for 1,169,404 shares
of Sierra common stock. Sierra also agreed to issue up to an additional 230,594
shares of Sierra common stock in respect of outstanding options to purchase
Papyrus capital stock which Sierra assumed in the acquisition.

         The press release issued in connection with the closing of the
Acquisition is filed as an exhibit to this report and is incorporated herein by
reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         The following exhibits are filed with this report:

<TABLE>
<CAPTION>
         Exhibit Number        Description
         --------------        -----------
         <S>                   <C>  
             99.1              Press release issued November 30, 1995.
</TABLE>

         The registrant agrees to furnish supplementally any omitted exhibits or
schedules to the Commission upon request.

<PAGE>   3
                                    SIGNATURE

         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.

                                        SIERRA ON-LINE, INC.


                                        By:    /s/ Michael A. Brochu
                                            ------------------------------------
                                            Name:  Michael A. Brochu
                                            Title: President and Chief Operating
                                                   Officer


Dated:  December 4, 1995


                                      -2-
<PAGE>   4
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number       Description
- --------------       -----------
<S>                  <C>
    99.1             Press Release issued November 30, 1995 regarding the 
                     Acquisition.
</TABLE>


                                      -3-

<PAGE>   1
                                                                    EXHIBIT 99.1

                                                     [SIERRA ON-LINE LETTERHEAD]


<TABLE>
<S>                        <C>                                         <C>
INVESTOR CONTACT:          Michael A. Brochu                           Scott Lynch
                           President and Chief Operating Officer       Director, Investor Relations
                           (206) 649-9800                              (206) 649-9800 ext.5295

PRESS CONTACT:             Kathy Gilmore
                           Director, Corporate Communications
                           (206) 649-9800 ext.5296
</TABLE>

FOR IMMEDIATE RELEASE

            SIERRA ON-LINE, INC. ACQUIRES PAPYRUS DESIGN GROUP, INC.

Bellevue, WA (November 30, 1995) - Sierra On-Line, Inc. (NASDAQ: SIER), a
leading worldwide developer of interactive multimedia software, announced today
that it has acquired Papyrus Design Group, Inc., developers of hit titles such
as NASCAR Racing and Indy Car Racing.

Papyrus, with almost $13,000,000 in twelve months trailing revenues, was issued
1.4 million shares of Sierra stock in consummation of the transaction.

Papyrus has established themselves as the worldwide leader in the racing
simulation market. NASCAR Racing released in October 1994, has sold over 350,000
units to date and was the sixth best selling entertainment software title during
the month of September according to PC Data. For the 1995 Christmas season,
Papyrus recently released Indy Car Racing II, the sequel to the popular Indy Car
Racing originally released in 1993. During 1996, Papyrus is planning to release
a number of new titles with Sierra including additional motorsport simulations.

"Papyrus has built a fantastic franchise with their NASCAR and Indy Car product
lines," said Ken Williams, chairman and CEO of Sierra On-Line. "These products
are excellent additions to our portfolio and fit our developing strategy of
capitalizing on successful product series. I'm especially excited about the
addition of a talented development group to our already strong internal
development resources. I expect the Papyrus and Sierra development groups to
benefit from the cross-fertilization of ideas and the sharing of technologies."

"Sierra was a natural partner for Papyrus," said Omar Khudari, co-founder and
president of Papyrus Design Group, Inc. "Sierra's focus on developing quality
software together with their established reputation in sports simulations were
key components in our decision to join forces. Sierra has the necessary critical
mass in distribution and marketing, both domestically and overseas, to enhance
the worldwide success of our products." Papyrus currently distributes their
products through Virgin Interactive Entertainment, Inc. in the U.S.

Founded in 1987, Papyrus has successfully focused on developing and publishing
simulation games for the PC entertainment market. Employing approximately 100
people, primarily in research and development, Papyrus is located in Watertown,
Massachusetts.

Founded in 1979, Sierra On-Line, Inc. is one of the original developers and
largest worldwide publishers of interactive entertainment, educational and home
productivity software. The company's corporate headquarters are located in
Bellevue, WA.

                                      # # #

Sierra press releases are available on the Internet, via Sierra Web at
http://www.sierra.com; or receive facsimiles of recent Sierra product press
releases and financial disclosures via Sierra's News-On-Demand at (800)
853-7788.

[21389-0006/SB953390.025]                                                12/5/95
                                       4


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission