UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 12, 2002
ACCLAIM ENTERTAINMENT, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-16986 38-2698904
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(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)
One Acclaim Plaza
Glen Cove, New York 11542-2709
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 656-5000
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ITEM 5. OTHER EVENTS
On February 13, 2002, Acclaim Entertainment, Inc. (the "Company") issued a total
of 7,166,667 shares (the "Shares") of its common stock in a private placement to
certain qualified institutional buyers and accredited investors at a price of
$3.00 per share, for aggregate gross proceeds of $21,500,000. The per share
price represents an approximate 10% percent discount to the then-recent public
trading price of the common stock. The proceeds of the private placement are
intended to be used for the Company's working capital, the acquisition of
products and product licensing, possible strategic acquisitions and a portion of
the proceeds may be used to retire a portion of the Company's 10% convertible
subordinated notes due March 2002 (the "Notes") and other liabilities.
The private placement was effected under the exemption from registration
provided under Section 4(2) of the Securities Act of 1933, as amended. The
Company, however, has agreed to register with the SEC the resale by the
investors of all the common stock issued in the offering within 30 days
following the closing. If the registration statement is not declared effective
within 90 days following the closing, the Company is obligated to pay each
investor an amount equal to 1% of the purchase price paid for the shares
purchased by that investor. Thereafter, for every 30 days that pass without the
registration statement being declared effective, the Company is obligated to pay
to each investor an additional amount equal to 1% of the purchase price paid for
the shares purchased by that investor. UBS Warburg acted as exclusive placement
agent for the transaction.
In a separate transaction, on February 13, 2002, the Company entered into an
agreement to retire $9.3 million principal amount of the Notes, plus accrued
interest, in exchange for 3,253,420 shares of common stock. The Company will
record an additional extraordinary loss on the early retirement of the Notes of
approximately $1.0 million in the second quarter of fiscal 2002, reflecting the
excess of the fair market value of the shares of approximately $10.8 million
over the principal amount of the Notes retired plus accrued interest.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits: 99.1 Acclaim Entertainment, Inc. Press Release, dated February 13,
2002.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ACCLAIM ENTERTAINMENT, INC.
By: /s/ Gerard F. Agoglia
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Name: Gerard F. Agoglia
Title: Executive Vice President
and Chief Financial Officer
Date: February 20, 2002
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