EGAMES INC
8-K, 2000-04-27
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): April 17, 2000


                                  eGames, Inc.
             (Exact name of registrant as specified in its charter)


       Pennsylvania                     0-27102                  23-2694937
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)



2000 Cabot Blvd. West, Suite 110, Langhorne, PA                  19047-1833
- -----------------------------------------------                  ----------
(Address of principal executive offices)                         (Zip Code)


       Registrant's telephone number, including area code: (215) 750-6606


                    -----------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>


Item 5.  Other Events.

         On April 17, 2000, eGames,  Inc. (the "Company") issued a press release
announcing the Company's anticipated unaudited results for the third quarter and
nine months ended March 31, 2000, as described in the press release  attached as
Exhibit 99.1 and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         a.       None.

         b.       None.

         c.       Exhibits.

                  99.1     Press release dated April 17, 2000.

                                   SIGNATURES

         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.

                                        eGames, Inc.


                                        By: /s/ Gerald W. Klein
                                            -------------------
                                            Gerald W. Klein, President and
                                            Chief Executive Officer


Dated: April 27, 2000




                                                                   EXHIBIT 99.1
At eGames, Inc.                At The Financial Relations Board:
- ---------------                ---------------------------------
Jerry Klein,                   Glenn Sapadin (212) 661-8030  (General Inquiries)
President & CEO                Jean Young (212) 661-8030  (Investor Inquiries)
(215) 750-6606 (Ext. 118)      Deanne Eagle (212) 661-8030  (Media Inquiries)
Tom Murphy,
Vice President & CFO
(215) 750-6606 (Ext. 113)

For Immediate Release

                      eGames Anticipates Third Quarter Loss

Langhorne,  PA - April 17, 2000 - eGames,  Inc.  (Nasdaq:  EGAM) today announced
that the Company  will report a net loss of between  $0.07 and $0.09 per diluted
share for the fiscal 2000 third quarter,  reflecting a decrease of approximately
24% in net sales as compared to the same quarter last year.

According to Jerry Klein, President and CEO of eGames, "Our decline in net sales
was a result of higher than expected  year-to-date product returns combined with
lower than expected overall demand for consumer  entertainment software that has
been  experienced  industry-wide.  At the  same  time,  eGames'  entry  into new
distribution   channels   also   resulted   in  higher   selling,   general  and
administrative expenses associated with increased promotional expenses."

Mr. Klein went on to say, "As  demonstrated by the numerous  announced  earnings
shortfalls  from a  variety  of  gaming  companies  over  recent  weeks,  we are
presently going through a challenging cycle in the gaming software  marketplace.
While we  believe  strongly  that  eGames  is well  positioned  in the PC gaming
industry with our family friendly,  value priced product  offerings,  we are not
immune to this industry-wide softness.

"Although  we  are  disappointed   with  our  third  quarter  results,   we  are
aggressively  pursuing our long-term  growth  objectives,  including our branded
browser  strategy and our `Store  Within A Store'  initiative,  and we expect to
report new alliances to further these objectives later this year. Going forward,
we believe we are on track to report improved fourth quarter top and bottom line
results compared to the same quarter for last year," concluded Mr. Klein.

eGames, Inc., headquartered in Langhorne, PA, develops,  publishes and markets a
diversified  line  of  personal   computer   software   primarily  for  consumer
entertainment  and personal  productivity.  The Company promotes the eGames(TM),
Game Master  Series(TM),  Multi-Pack  and Galaxy of Home Office  Help(TM)  brand
names in order to generate  customer  loyalty,  encourage  repeat  purchases and
differentiate the eGames Software products to retailers and consumers.

Additional information regarding eGames, Inc. can be found on the Company's web
site at www.egames.com.




This  press  release  contains  certain  forward-looking  statements,  including
without  limitation,  statements  regarding the Company's fourth quarter top and
bottom line earnings;  and the Company's  expectation of entering into alliances
to further its branded browser and "Store within a Store" objectives. The actual
results  achieved by eGames and the factors that could cause  actual  results to
differ materially from those indicated by the forward-looking  statements are in
many ways beyond the Company's  control.  The Company  cautions readers that the
following  important  factors,  among others,  could cause the Company's  actual
results to differ  materially  from those  expressed in this press release:  the
Company's  ability to continue to enter into new  distribution  and direct sales
relationships  on  commercially  acceptable  terms  as  well as the  ability  to
generate  continued  sales  within  existing  retail  relationships;   increased
selling,  general and administrative costs,  including increased legal expenses;
the allocation of adequate shelf space for the Company's products in major chain
retail stores;  successful  sell-through  results for the Company's  products at
retail  stores;  the amount of unsold product that is returned to the Company by
retail  stores;  downward  pricing  pressure;  fluctuating  costs of developing,
producing and marketing the Company's products; the Company's ability to license
or develop  quality  content for its  products;  the  timeliness  and success of
developing and selling  products;  the acceptance by the market of the Company's
products;  and various other risk factors  described in the  Company's  reports,
including  Form  10-KSB for the year ended June 30, 1999 and Form 10-QSB for the
quarter  ended  December  31,  1999,  filed by eGames  with the  Securities  and
Exchange Commission.




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