THQ INC
8-K, 1998-07-28
PREPACKAGED SOFTWARE
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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 27, 1998

                                    THQ INC.

               (Exact name of registrant as specified in charter)


                                    Delaware
                          (State or other jurisdiction
                        of incorporation or organization)

                         Commission File Number: 0-18813

                                   13-3541686
                      (I.R.S. employer identification no.)

                          5016 North Parkway Calabasas
                           Calabasas, California 91302
                         (Address of principal executive
                          offices, including zip code)

                                 (818) 591-1310
                         (Registrant's telephone number,
                              including area code)


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ITEM 5. OTHER EVENTS.

               On July 27, 1998, the Registrant released the press release
attached hereto as Exhibit 99.1.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

<TABLE>
<CAPTION>
Exhibit        Exhibit Description
- -------        -------------------
<S>            <C>  
99.1           Press Release dated July 27, 1998.

</TABLE>


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                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.


                             THQ INC.



                             By:    /s/ Fred A. Gysi                          
                                    ------------------------------------------
                                    Fred A. Gysi, Vice President - Finance and
                                    Administration, Chief Financial Officer and
                                    Secretary

                                    Date:  July 27, 1998


<PAGE>   1
                                                                    EXHIBIT 99.1

                                [THQ INC. LETTERHEAD]

                                                           FOR IMMEDIATE RELEASE

            THQ INTENDS TO RAISE $60 MILLION IN PRIVATE OFFERING OF
                         CONVERTIBLE SUBORDINATED NOTES

CALABASAS, Calif., July 27, 1998 - THQ Inc. (NASDAQ NMS: THQI) announced today
that, subject to market and other conditions, it intends to raise $60 million
(excluding any proceeds of the over-allotment option) through a Rule 144A
private offering of convertible subordinated notes (the "Notes").

The Company expects that the Notes will have a term of seven years and will be
convertible into shares of common stock at a price that is at a premium to the
market price at the time the Notes are issued. THQ intends to use the net
proceeds from the sale of the Notes for the acquisition and development of new
properties and titles, expansion of the Company's foreign distribution,
acquisitions of or investments in other companies, and general corporate
purposes. The Company expects that the offering of the Notes will be completed
in mid-August.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy the Notes. Any offers of the Notes will be made only by means
of a private offering memorandum. The Notes will not be registered under the
Securities Act of 1933, as amended, or applicable state securities laws, and
may not be offered or sold absent registration under such Act and applicable
securities laws or available exemptions therefrom.

                                      ###


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