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) March 25, 1997
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YES! Entertainment Corporation
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(Exact Name of the Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-25916 94-3165290
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(Commission File Number) (I.R.S. Employer Identification No.)
3875 Hopyard Road, Suite 375 Pleasanton, California 94588
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(Address of Principal Executive Offices) (Zip Code)
(510) 847-9444
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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In a press release disseminated on March 24, 1997, the Registrant
publicly announced that it has entered into an agreement superseding a private
placement to certain 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 transaction by issuing convertible subordinated
debentures, convertible preferred stock and warrants. The information which is
set forth in the Registrant's Press Release dated March 24, 1997, filed as
Exhibit 99.1 hereto, is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
4.1 Certificate of Designation of the Series A Convertible
Preferred Stock.
4.2 Form of Convertible Subordinated Debenture
dated March 18, 1997.
4.3 Form of Warrant dated March 18, 1997.
99.1 Press Release dated March 24, 1997.
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.
Dated: March 25, 1997
YES! ENTERTAINMENT CORPORATION
By: /s/ Bruce D. Bower
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Bruce D. Bower
Executive Vice President, General
Counsel and Secretary
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Certificate of Designation of the Series A Convertible Preferred
Stock.
4.2 Form of Convertible Subordinated Debenture dated March 18, 1997.
4.3 Form of Warrant dated March 18, 1997.
99.1 Press Release dated March 24, 1997.