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): July 16, 1996
Enteractive, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13360 22-3272662
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
110 West 40th Street, Suite 2100, New York, New York 10018
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Address of principal executive offices
Registrant's telephone number, including area code: (212) 221-6559
N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On July 16, 1996, the Registrant announced a reorganization to focus
its development on entertainment and recreation products and to lower its fixed
costs. The restructuring included a reduction of the Registrant's Washington,
D.C.-based development staff and changes in senior management. A copy of the
press release announcing the reorganization is attached hereto as Exhibit 99(a)
and is incorporated herein by reference.
This Form 8-K, and the exhibit incorporated herein by reference,
contain certain forward-looking statements, including but not limited to
statements relating to the focus on entertainment and recreational products and
the lowering of fixed costs, within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities Exchange Act, as
amended, which are intended to be covered by the safe harbors created thereby.
Although the Registrant believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could be
inaccurate, and therefore, there can be no assurance that the forward-looking
statements included in this Form 8-K and the exhibit incorporated herein by
reference will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein and the exhibit
incorporated herein by reference, the inclusion of such information should not
be regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
Exhibit No. Exhibits
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99(a) Press Release dated July 16, 1996.
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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.
ENTERACTIVE, INC.
Dated: July 16, 1996 By: /s/ Kenneth Gruber
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Kenneth Gruber
Chief Financial Officer
and Secretary
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NEWS Enteractive, Inc.
110 West 40th Street
New York, NY 10018
212-221-6559
Fax: 212-730-6045
FOR IMMEDIATE RELEASE
CONTACT:
Carl Hymans Ken Gruber
G.S. Schwartz & Co. Vice President & CFO
212-725-4500 212-221-6559 Ext. 15
212-730-6045 Fax
ENTERACTIVE, INC. ANNOUNCES RESTRUCTURING
NEW YORK, (July 16, 1996) - Enteractive, Inc. (NASDAQ Small Cap Symbols: ENTR
and ENTRW) announces a reorganization to focus its development on entertainment
and recreational products and to lower its fixed costs. The restructuring
included a reduction of its Washington DC-based development staff and changes in
senior management.
In connection with the reorganization, the company, John Ramo, president and
chief operating officer and Jolie Barbiere, a vice president, have mutually
agreed to the terms of a separation agreement under which, and subject to the
execution of definitive documents: Mr. Ramo will resign his position and will
receive a lump sum payment representing the remaining balance under his
employment agreement; both Mr. Ramo and Ms. Barbiere will resign as members of
the company's board of directors; Ms. Barbiere's employment agreement, which
expires July 16, 1996, will not be renewed and she will receive a lump sum
severance payment. In addition, a substantial portion of the remaining 1997 and
1998 payments ($220,800 each year), in respect of company stock purchased from
Mr. Ramo and Ms. Barbiere, under the previously announced Stock Purchase
Agreement, will be accelerated and paid in 1996 and 1997, respectively.
<PAGE>
ENTERACTIVE-2
"These changes and the reduction in our fixed costs strengthen Enteractive and
improve the company's ability to focus on entertainment and recreational
products. We will continue to aggressively market the PICTURE PERFECT GOLF
series, RICHIE SAMBORA:INTERACTIVE GUITAR; and SACRED MIRROR OF KOFUN, an
interactive adventure game, and to expand our presence on the Internet and
on-line services," said Andrew Gyenes, chairman and chief executive officer.
Jon Singer vice president, director of development and Michael Alford vice
president, executive producer, will manage Enteractive's Washington DC-based
development center, and will report to Mr. Gyenes. Also reporting to Mr. Gyenes
will be Gary Skiba, co-founder and former chairman of Lyriq International, who
will be chief technology officer for the company.
"The benefits of this restructuring will be to increase product development
flexibility while maintaining the high quality standards our customers have come
to expect," said Mr. Gyenes.
Enteractive, Inc. (NASDAQ: ENTR, ENTRW), established in December 1993, publishes
engaging multimedia titles that entertain and enlighten family members of all
ages. In addition to initiating a publishing program under its own name in 1995,
the award-winning multimedia company has participated in several strategic
alliances for the development of and/or distribution of its products, including
relationships with Apple Computer, Inc., Hearst News Media, Simon & Schuster
Interactive, The Princeton Review and Philips Interactive Media. For information
about Enteractive or its multimedia titles, phone: 212/221-6559; fax:
212/730-6045; or visit the Worldwide Web: http://www.enteractive.com.
