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: February 12, 1999
INTERACTIVE MAGIC, INC.
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(Exact name of registrant as specified in charter)
NORTH CAROLINA
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(State of other jurisdiction of incorporation)
0-29750 56-2092059
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(Commission File Number) (IRS Employer Identification No.)
215 Southport Drive, Suite 1000, Morrisville, NC 27560
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (919) 461-0722
Item 2. Acquisition or Disposition of Assets.
On February 12, 1999, the Company consummated the acquisition of
MPG-Net, Inc. ("MPGN") pursuant to an agreement and plan of merger dated January
25, 1999, as amended on February 12, 1999 ("Merger Agreement"). In consideration
for the merger and certain related obligations of MPGN, the Company released
from escrow 750,000 shares of the Company's common stock, par value $.10 per
share ("Common Stock"), 55,500 of which have been deposited into a second escrow
by certain former stockholders of MPGN to secure their indemnification
obligations under the Merger Agreement until February 12, 2000. The Company
granted certain registration rights with respect to the shares of the Company's
Common Stock issued in the merger.
MPGN develops, publishes and distributes interactive, real-time
entertainment for multi-user online play, as well as creates interactive
entertainment platforms on the Internet, such as online game channels, game hubs
and websites.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of the Businesses Acquired
To be filed by amendment within the time period specified by
Item 7 of Form 8-K.
(b) Pro Forma Financial Information
To be filed by amendment within the time period specified by
Item 7 of Form 8-K.
(c) Exhibits
10.27 Agreement and Plan of Merger ("Merger Agreement") by
and among the Company, iMagicOnline Corporation,
MPG-Net, Inc., Multiplayer Games Network, Inc.,
Tantalus, Inc., James Hettinger and Donn A. Clendenon
dated as of January 25, 1999(1)
10.32 Amendment No. 1 dated February 12, 1999 to the Merger
Agreement
10.33 Escrow Agreement dated as of February 12, 1999 by and
among the Company, Branch Banking and Trust Company,
Multiplayer Games Network, Inc., Tantalus, Inc. and
James Hettinger
10.34 Registration Rights Agreement dated as of February
12, 1999 by and among the Company, Multiplayer Games
Network, Inc. and Tantalus, Inc.
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10.35 Registration Rights Agreement dated as of February
12, 1999 by and among the Company, Andrew G. Burch,
IFM Venture Group and James Bailey
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(1) Incorporated herein by reference to the Company's Current
Report on Form 8-K dated January 25, 1999.
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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.
INTERACTIVE MAGIC INC.
By: /s/ Michael Oliver
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Michael Oliver, Chief Financial Officer
Dated: February 19, 1999