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): July 29,
1997
GAMETEK, INC.
_____________________________________________________________
(Exact name of Registrant as specified in its Charter)
DELAWARE 0-23168 65-0007710
________________ ________________________ _________________
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of I.D. Number)
incorporation)
Three Harbor Drive
Suite 110
Sausalito, California 94965
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code:
(415) 289-0220
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Item 2. Acquisition or Disposition of Assets.
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On July 29, 1997, Registrant sold all of the stock of two
subsidiaries, Gametek (UK), Inc. and Alternative Reality
Technologies, Inc., and certain related assets to Take Two
Interactive Software, Inc. ("Take Two"), a developer,
publisher and distributor of entertainment software that
recently completed its initial public offering.
Simultaneously, Registrant and Take Two entered into
distribution arrangements, under which Take Two will
distribute Registrant's new Wheel of Fortune and Jeopardy!
titles for Nintendo's N64 game platform, as well as four of
the Registrant's existing GameBoy software titles.
The consideration received in connection with the stock and
asset sale consisted of 381,553 shares of Take Two's common
stock having a market value on the issuance date of
approximately $3,000,000, $50,000 in cash, a two year note
in the principal amount of $500,000, and a short term note
in the principal amount of $200,000.
Registrant has previously published and/or distributed a
number of software titles developed by Take Two.
On the same date that it consummated the sale to Take Two,
Registrant compromised its outstanding debt of
approximately $1,600,000 in principal and accrued interest
owed to Ocean Bank by causing Take Two to issue directly to
Ocean Bank (i) the $500,000 Take Two note described above,
and (ii) 22,257 shares of the Take Two common stock issued
by Take Two in such sale. As a result, the Registrant
retained from the proceeds of the stock and asset sale
359,296 shares of Take Two common stock, $50,000 cash and
the $200,000 short term note described above.
Upon closing of the sale to Take Two, Kelly G. Sumner
resigned as President, Chief Operating Officer and a
director of Registrant and its subsidiaries, to head Take
Two's European operations. J. Thomas Reuterdahl, Vice
President of Product Development, was appointed to succeed
Mr. Sumner as Chief Operating Officer and as a director of
the Registrant.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
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Listed below are the financial statements, pro
forma financial information and exhibits, if any, filed as
part of this report.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits:
Number Exhibit Titles Page
10.1 Stock and Asset Purchase
Agreement dated July 29, 1997
among Registrant, Gametek (UK)
Limited ("GTUK"), Alternative
Reality Technologies Inc.
("ART") and Take Two
Interactive Software, Inc.
("Take Two") . . . . . . . . . . . . . . . . .5
10.2 Letter Agreement dated July 28,
1997 between Registrant and
affiliates and Ocean Bank. . . . . . . . . . 35
10.3 Distribution Agreement dated
July 29, 1997 between
Registrant and Take Two
relating to GameBoy titles . . . . . . . . . 41
10.4** Distribution Agreement dated
July 29, 1997 between
Registration and Take Two
relating to N64 titles . . . . . . . . . . . 60
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** Confidential treatment has been requested for certain
information contained in this Exhibit.
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.
GAMETEK, INC.
(Registrant)
By: /s/ J. Thomas Reuterdahl
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J. Thomas Reuterdahl,
Vice President and
Chief Operating Officer
(Signature)
Dated: August 13, 1997