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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): AUGUST 31, 2000
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.)
27001 AGOURA ROAD, SUITE 325
CALABASAS HILLS, CALIFORNIA 91301
(Address of principal executive
offices, including zip code)
(818) 871-5000
(Registrant's telephone number,
including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 2000, the Registrant acquired all of the
outstanding shares of Volition, Inc., a Delaware corporation ("Volition"),
pursuant to a merger of a newly formed, wholly owned subsidiary of the
Registrant with and into Volition (the "Volition Acquisition"). The
consideration paid by the Registrant consisted of (i) the issuance of
approximately 890,100 shares of common stock of the Registrant ("Shares"),
(ii) the assumption of stock options previously issued by Volition to its
employees that, as a result of this transaction and subject to vesting, permit
the holders thereof to acquire upon exercise an aggregate of approximately
109,900 Shares, and the assumption of approximately $500,000 in net liabilities.
The weighted average exercise price of such options is $0.2275 per Share. This
consideration was negotiated at arms length between the Registrant and Volition.
Prior to the Volition Acquisition, the principal stockholder of
Volition was Michael J. Kulas. Mr. Kulas will continue to manage Volition as its
President.
The Shares are not currently registered for resale by the
holders of such Shares. The Registrant has undertaken to use its best efforts to
register the resale of the Shares by October 15, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) No financial statements of Volition or pro forma
financial information are required to be filed as a part of this report.
(c) The following exhibit is filed as a part of this report:
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Exhibit No. Description of Exhibit
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2 Agreement of Merger dated as of August 31, 2000 among THQ Inc.,
Volition Acquisition Company, Volition, Inc. and the Stockholders
party thereto.
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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
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Fred A. Gysi, Senior Vice President --
Finance and Administration
Date: September 15, 2000
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