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SECURITIES EXCHANGE AND COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): August 4, 1997
YES! Entertainment Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-25916 94-3165290
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
3875 Hopyard Road, Suite 375, Pleasanton, California 94588
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(Address of principal executive offices) (Zip Code)
(510) 847-9444
(Registrant's telephone number, including area code)
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Item 5. Other Events.
In a press release disseminated on August 4, 1997, the Registrant
publicly announced that it has entered into an agreement superseding an
agreement with certain institutional buyers entered into on March 18, 1997 (the
"March Agreement"), pursuant to which the Registrant issued convertible
subordinated debentures (the "March Debentures"), convertible preferred stock
(the "March Shares") and warrants, and which superseded a private placement to
such institutional buyers entered into on January 28, 1997 by which the
Registrant raised $10 million through the sale of convertible subordinated
debentures and warrants. The Registrant and such institutional buyers agreed to
supersede the March Agreement by issuing convertible subordinated debentures and
convertible preferred stock upon surrender of the March Debentures and March
Shares. The information that is set forth in the Registrant's Press Release
dated August 4, 1997, filed as Exhibit 99.1 hereto, is incorporated by
reference.
Item 7. Exhibits
4.1 Form of 5% Convertible Debenture due April 30, 2002.
4.2 Certificate of Designation of Series B Preferred Shares.
4.3 Amended and Restated Securities Purchase Agreement dated
July 25, 1997.
99.1 Press release dated August 4, 1997.
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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, thereunto duly authorized.
YES! ENTERTAINMENT CORPORATION
Dated: August 4, 1997 By: /s/ Donald Kingsborough
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Donald Kingsborough
President and Chief Executive
Officer
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INDEX TO EXHIBITS
Page number in
sequentially
numbered version
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4.1 Form of 5% Convertible Debenture due April 30, 2002.
4.2 Certificate of Designation of Series B Preferred Shares.
4.3 Amended and Restated Securities Purchase Agreement dated July 25, 1997.
99.1 Press Release dated, August 4, 1997
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