UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Creative Programming and Technology Ventures, Inc.
--------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
22528Q109
---------
(CUSIP Number)
Gary R. Vickers, 7900 East Union Avenue, Suite 1100, Denver, Colorado 80237
(303) 694-5326
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 13, 1996
------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_| .
Check the following box if a fee is being paid with the statement |X|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 22528Q109 Page 2 of 10
1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Gary R. Vickers
2. Check the Appropriate Box if a Member of a Group (a) |X|
(b) |_|
3. SEC Use Only
4. Source of Funds
Not Applicable.
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
1,054,000 shares
8. Shared Voting Power
0
9. Sole Dispositive Power
980,000 shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,118,000 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
13. Percent of Class Represented by Amount in Row (11)
50.3%
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 22528Q109 Page 3 of 10
1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Gary Magness
2. Check the Appropriate Box if a Member of a Group (a) |X|
(b) |_|
3. SEC Use Only
4. Source of Funds
Not Applicable.
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
522,250 shares
8. Shared Voting Power
17,000 shares
9. Sole Dispositive Power
522,250 shares
10. Shared Dispositive Power
17,000 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,118,000 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
13. Percent of Class Represented by Amount in Row (11)
50.3%
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 22528Q109 Page 4 of 10
1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Kim Magness
2. Check the Appropriate Box if a Member of a Group (a) |X|
(b) |_|
3. SEC Use Only
4. Source of Funds
Not Applicable.
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
519,000 shares
8. Shared Voting Power
3,700 shares
9. Sole Dispositive Power
519,000 shares
10. Shared Dispositive Power
3,700 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,118,000 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
13. Percent of Class Represented by Amount in Row (11)
50.3%
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 22528Q109 Page 5 of 10
1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
William Gladstone
2. Check the Appropriate Box if a Member of a Group (a) |X|
(b) |_|
3. SEC Use Only
4. Source of Funds
Not Applicable.
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
67,750 shares
8. Shared Voting Power
7,500 shares
9. Sole Dispositive Power
67,750 shares
10. Shared Dispositive Power
7,500 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,118,000 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
13. Percent of Class Represented by Amount in Row (11)
50.3%
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 22528Q109 Page 6 of 10
Item 1.
(a) Security and Issuer:
Common Stock, $.01 par value per share
Creative Programming and Technology Ventures, Inc.
7900 East Union Avenue
Suite 1100
Denver, Colorado 80237
Item 2. Identity and Background
(a) The group consists of Gary R. Vickers, Gary Magness, Kim
Magness and William Gladstone, all of whom, along with the
Issuer and GT Interactive Software Corp., are parties to a
Voting Agreement dated September 13, 1996 (the "Voting
Agreement"). Each of the following individuals are members of
the Group (collectively referred to herein as the "Group"):
Gary R. Vickers
7900 East Union Avenue
Suite 1100
Denver, Colorado 80237
Occupation - President and Chairman of the Issuer
Gary Magness
4643 South Ulster Street
Suite 1520
Denver, Colorado 80237
Occupation - Director of the Issuer and Private Investments
Kim Magness
4643 South Ulster Street
Suite 1520
Denver, Colorado 80237
Occupation - Advisor to the Issuer and Private Investments
William Gladstone
2191 San Elijo Avenue
Cardiff-by-the-Sea, California 92007
Occupation - Director of the Issuer and Private Business
(b) See response to Item 2(a), above.
(c) See response to Item 2(a), above.
(d) During the last five years, no member of the Group has been
convicted in a criminal proceeding (excluding traffic
violations and misdemeanors).
(e) During the last five years, no member of the Group has been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such
proceeding, was
<PAGE>
CUSIP No. 22528Q109 Page 7 of 10
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) The individual members of the Group are United States Citizens.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable. See Item 4.
Item 4. Purpose of Transaction
The Purpose of the Voting Agreement is to provide that each member of
the Group shall vote those shares over which he has sole voting and dispositive
power in favor of the approval of the sale of a significant amount of the
Issuer's assets at a special meeting of the Issuer's shareholders to be held on
or before December 31, 1996. The members of the Group did not acquire any
securities of the Issuer in connection with or in anticipation of the Voting
Agreement or the transactions contemplated thereby.
Other than as described in the preceding paragraph, no member of the
Group has any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number of term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
<PAGE>
CUSIP No. 22528Q109 Page 8 of 10
Item 5. Interest in the Securities of the Issuer
(a) Due to the Voting Agreement and pursuant to Rule 13d-5(b)(1),
each member of the Group is deemed to beneficially own all of
the shares over which each other member of the Group has sole
voting and dispositive power. Pursuant to Rule 13d-4, each
member of the Group expressly declares that the filing of this
statement shall not be construed as an admission that such
member of the Group is, for purposes of Section 13(d) of the
Securities Act of 1933, as amended, the beneficial owner of
any securities covered by this statement nor is the Group the
beneficial owner of any shares over which any member of the
Group shares voting and/or dispositive power.
Beneficial ownership of the shares reported herein by each
member of the Group is as follows:
Gary R. Vickers. 1,054,000 shares or 28.5% of the outstanding
common stock of the Issuer, including: (i) 489,000 shares of
Series A Convertible Preferred Stock which is entitles to vote
on a share-for-share basis with the Issuer's common stock and
is convertible into common stock upon payment of a conversion
premium of $5.40 per share (the "Series A Convertible
Preferred Stock") and (ii) an irrevocable proxy to vote 74,000
shares of the Issuer's common stock owned by Jack Vickers
(which proxy expires by its terms on December 31, 1996).
Gary Magness. 522,250 shares or 15.0% of the outstanding
common stock of the Issuer, including 255,500 shares of Series
A Convertible Preferred Stock and 11,250 shares of common
stock underlying options which become exercisable on November
1, 1996 and are not subject to the Voting Agreement. In
addition, Mr. Magness can be deemed the beneficial owner of
12,000 shares owned by his wife and 5,000 shares owned by his
daughter which are not subject to the Voting Agreement.
Kim Magness. 519,000 shares or 15.0% of the outstanding common
stock of the Issuer, including 255,500 shares of Series A
Convertible Preferred Stock. In addition, Mr. Magness can be
deemed the beneficial owner of 3,700 shares owned by his wife
which are not subject to the Voting Agreement.
William Gladstone. 67,750 shares or 2.1% of the outstanding
common stock, including 22,500 shares of common stock
underlying options which are currently exercisable and 11,250
shares of common stock underlying options which become
exercisable on November 1, 1996. The shares of common stock
underlying the options are not subject to the Voting
Agreement. In addition, Mr. Gladstone can be deemed the
beneficial owner of 7,500 shares owned by his wife which are
not subject to the Voting Agreement.
(b) See Items 7 through 10 on the cover pages for each member of
the Group.
(c) See Item 3, above.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends or the proceeds from
the sale of the securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 3, above.
<PAGE>
CUSIP No. 22528Q109 Page 9 of 10
Item 7. Material to be Filed as Exhibits
(a) Voting Agreement dated September 13, 1996, by and between GT
Interactive Software Corp., Gary R. Vickers, Gary Magness, Kim
Magness, William Gladstone and Creative Programming and
Technology Ventures, Inc.
<PAGE>
CUSIP No. 22528Q109 Page 10 of 10
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
September 18, 1996 /s/ Gary R. Vickers
- --------------------- ------------------------------
Date Gary R. Vickers
September 18, 1996 /s/ Gary Magness
- --------------------- -----------------------------
Date Gary Magness
September 18, 1996 /s/ Kim Magness
- --------------------- -----------------------------
Date Kim Magness
September 18, 1996 /s/ William Gladstone
- ---------------------- -----------------------------
Date William Gladstone
VOTING AGREEMENT
This Voting Agreement is executed this 13th day of September, 1996, by and
between GT Interactive Software Corp., ("GT"), the undersigned individuals (the
"Shareholders") and Creative Programming and Technology Ventures, Inc., a
Colorado Corporation ("CPTV").
1. Ownership. Each of the Shareholders represents to the others and to GT
and CPTV that he or she is the beneficial owner of, or has
unrestricted voting power with respect to those shares of Common Stock
and Preferred Stock of CPTV (the "Voting Shares") set forth in the
following table:
<TABLE>
<CAPTION>
=======================================================================================================
Common Voting Percent of
Stock Preferred Vote
Stock
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gary Magness 255,500 255,500 12.14
- -------------------------------------------------------------------------------------------------------
Kim Magness 255,500 255,500 12.14
- -------------------------------------------------------------------------------------------------------
8,000 0.19
- -------------------------------------------------------------------------------------------------------
Gary Vickers 489,000 489,000 23.23
- -------------------------------------------------------------------------------------------------------
2,000 0.05
- -------------------------------------------------------------------------------------------------------
74,000* 1.76
- -------------------------------------------------------------------------------------------------------
William Gladstone 34,000 0.81
- -------------------------------------------------------------------------------------------------------
1,118,000 1,000,000 50.32
=======================================================================================================
</TABLE>
* Pursuant to an irrevocable proxy granted by Jack A. Vickers, which expires
December 31, 1996.
2. In reliance on this Agreement, CPTV and its wholly-owned subsidiary, KG
Squared, Inc. ("KG"), have agreed to sell KG's entire debt and equity
interest in Off World Entertainment, Inc., d/b/a Oddworld Inhabitants, Inc.
("Oddworld") to GT, and GT has agreed to purchase the entirety of such
interest from KG and CPTV (the "Oddworld Transaction"). In further reliance
on this Agreement, CPTV will present the sale by KG of its interest in
Oddworld to the CPTV shareholders for approval at a special meeting (the
"Special Meeting") to be called for that purpose.
<PAGE>
3. Agreement to Vote. Each of the Shareholders irrevocably agrees to vote all
of the shares over which such Shareholder exercises voting power, including
but not limited to the Voting Shares, in favor of the approval of the
Oddworld Transaction at the Special Meeting provided, however, that the
Special Meeting is held before December 31, 1996. This Agreement shall be
irrevocable and shall not be terminated or otherwise affected by the death,
disability, bankruptcy, or incapacity of any of the Shareholders.
4. Governing Law; Remedies. This Agreement shall be governed by and construed
in accordance with the laws of the state of Colorado and shall be construed
as an agreement entered into pursuant to Colo. Rev. Stat.ss.7-107-302. Each
of the parties acknowledges and agrees that a default under the terms of
this Agreement would result in irreparable harm which would not be fully
compensable by damages. Therefore, and pursuant to Colo. Rev.
Stat.ss.7-107-302, in addition to any and all other rights and remedies,
each party agrees that this Agreement may be specifically enforced against
such party, and that each party shall be entitled to obtain against any
defaulting party such equitable relief, including immediate injunctive
relief, as may be sought to remedy such breach.
5. Due Execution. Each party hereby represents and warrants that this
Agreement has been duly executed and delivered by such party of such
party's own free will and constitutes his or her legal, valid, and binding
obligation, enforceable against such party in accordance with its terms.
6. Counterparts. This Agreement may be executed in any number of counterparts,
all of which shall constitute the legal, valid, and binding obligation of
each signatory to any one or more counterparts.
IN WITNESS WHEREOF, this Voting Agreement has been executed by each of the
undersigned, effective as of the date first above-written:
September 13, 1996 /s/ Gary R. Vickers
-------------------------
Gary R. Vickers
September 13, 1996 /s/ Kim Magness
-------------------------
Kim Magness
September 13, 1996 /s/ Gary Magness
--------------------------
Gary Magness
-2-
<PAGE>
September 13, 1996 /s/ William Gladstone
---------------------------
William Gladstone
September 13, 1996 GT Interactive Software Corp.
By: /s/ Harry Rubin
----------------------------
Name: Harry Rubin
Title: President
September 13, 1996 Creative Programming and
Technology Ventures, Inc.
By: /s/ Gary R. Vickers
-------------------------
Name: Gary R. Vickers
Title: President
-3-
