ACCLAIM ENTERTAINMENT INC
10-C, 1995-02-10
PREPACKAGED SOFTWARE
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                         INTERDEALER QUOTATION SYSTEM

                 Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                             or 15d-17 thereunder

                          Acclaim Entertainment, Inc.
                (Exact name of issuer as specified in charter)

                    71 Audrey Avenue, Oyster Bay, NY  11771
                    (Address of principal executive office)

        Issuer's telephone number, including area code  (516) 624-8888

I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
outstanding:

     1.  Title of security   Common Stock, par value $0.02 per share

     2.  Number of shares outstanding before the change   40,072,399

     3.  Number of shares outstanding after the change   44,421,194

     4.  Effective date of change   February 2, 1995

     5.  Method of change:
         Specify method (such as merger, acquisition, exchange, distribution,
         stock split, reverse split, acquisition of stock for treasury, etc.)

                          See Rider A attached hereto
 
Give brief description of transaction:   See Rider A attached hereto

II.  CHANGE IN NAME OF ISSUER                    N/A

     1.  Name prior to change

     2.  Name after change

     3.  Effective date of charter amendment changing name

     4.  Date of shareholder approval of change, if required



                                      ACCLAIM ENTERTAINMENT, INC.

Date   February 9, 1995               By   Anthony R. Williams
                                           Executive Vice President

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                                    Rider A

     On October 19, 1994, Acclaim Entertainment, Inc. (the "Company"), a
Delaware corporation, entered into an Exchange Agreement (the "Exchange
Agreement") with Tele-Communications, Inc. ("TCI") and TCI GameCo Holdings, Inc.
("TCI Sub"), pursuant to which the Company agreed to issue and sell to TCI Sub
4,348,795 shares (the "Acclaim Shares") of the Company's common stock, par value
$0.02 per share (the "Common Stock"), in exchange for 3,403,405 shares (the "TCI
Shares") of TCI's Class A Common Stock, subject to certain adjustments.  The
consummation of the transactions contemplated by the Exchange Agreement was
subject to certain conditions, including the receipt of approval of the
Company's stockholders of (i) an amendment to the Company's certificate of
incorporation to increase the number of authorized shares of Common Stock from
50,000,000 shares to 100,000,000 shares and (ii) the terms of the Exchange
Agreement and the transactions contemplated thereby, which approval was received
at the Company's annual meeting of stockholders held on January 31, 1995.  The
closing of the transactions contemplated by the Exchange Agreement was held on
February 2, 1995, at which closing the Company issued and sold the Acclaim
Shares to TCI Sub in exchange for the TCI Shares.



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