UNITED STATES
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)
September 6, 2001
INTERPLAY ENTERTAINMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware 333-60272 33-0102707
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
16815 Von Karman Avenue, Irvine, CA 92606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 553-6655
ITEM 5. - OTHER EVENTS
On September 11, 2001, Interplay Entertainment Corp. (the "Company")
announced the signing by the Company of an agreement (the "Support Agreement")
with its largest stockholder, Titus Interactive, S.A. ("Titus"), to nominate a
slate of individuals for election as directors at the Company's annual meeting
of stockholders held September 18, 2001. As part of the Support Agreement, three
of the Company's existing directors resigned, and three new directors nominated
by Titus were appointed by the remaining directors to fill the three vacancies.
The new Board of Directors consists of five individuals nominated by Titus, and
two directors previously nominated by management who will continue to serve
until the annual meeting. In addition to agreeing to the change in composition
of the Board of Directors, the Company also agreed to retain Europlay 1, LLC as
its exclusive advisor to effect a restructuring of Interplay, with compensation
to be determined at a level at least equal to the compensation paid to industry
leading advisory firms for similar services.
As part of the Support Agreement, Titus procured the agreement from its
wholly-owned subsidiary, Virgin Interactive Entertainment Ltd., the Company's
exclusive distributor in Europe, to waive its rights with respect to
distribution of the Company's Neverwinter Nights title in Europe, in exchange
for the Company obtaining an advance royalty payment from a particular
alternative distributor of at least $2 million. The Company has as yet not
reached an agreement with that alternative distributor as to the advance royalty
payment, and Virgin Interactive Entertainment Ltd. has agreed to extend its
waiver through September 22, 2001. Titus also agreed to cooperate with the
Company to raise additional financing, and released any claims against members
of the Company's Board of Directors arising from their performance of their
duties as directors, with the exception of the Titus nominees. The Company and
Titus agreed that, except with respect to existing agreements and the engagement
of Europlay 1, LLC as the Company's financial advisor, any material agreement
between Interplay and Titus or its affiliates that occurs prior to the closing
by Interplay of one or more financings totaling at least $5 million, will
require the approval of a committee of disinterested directors.
Titus also agreed to use its commercially reasonable efforts to cause
Interplay to maintain in effect for five years a directors' and officers'
liability policy and a "tail" policy, provided the annual cost to Interplay for
such policies is no more than 300% of the annual cost of policies in effect at
the time the Support Agreement was executed. The Company also agreed to appoint
Nathan Peck as its interim Chief Administrative Officer. Pursuant to the Support
Agreement, the Company amended its bylaws to provide that the number of
directors may be fixed by a majority of directors, instead of the previously
required unanimous vote. The number of directors currently authorized remains at
seven, while six are nominated for election at the annual meeting.
Robert Sirotek, Richard Lehrberg and Stanley Roach were the resigning
directors, while Michel Welter, Nathan Peck and Michel Henri Vulpillat were
elected to fill the vacancies, joining continuing directors Brian Fargo, Herve
Caen, Eric Caen and Keven Baxter. The slate of individuals nominated by the
Board of Directors for election at the annual meeting of stockholders held on
September 18, 2001, were Herve Caen, Eric Caen, Nathan Peck, Michel Welter,
Brian Fargo and Michel Henri Vulpillat.
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Titus owns 19,496,561 shares of common stock, which constitutes
approximately 43.4% of the total outstanding common stock of the Company. In
addition, Titus holds 383,354 shares of Series A preferred stock, which
depending upon the conversion ratio set forth in the Company's Certificate of
Designation, upon conversion likely would result in Titus owning a majority of
the Company's issued and outstanding shares of common stock. As of September 18,
2001, Titus controls approximately 57.9% of the voting securities of the
Company.
Copies of the Support Agreement, the Waiver of First Refusal Rights for
Neverwinter Nights, and the press release announcing the signing of the Support
Agreement, are attached hereto as Exhibits 10.1, 10.2 and 99.1, respectively.
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.
INTERPLAY ENTERTAINMENT CORP.
September 20, 2001 /S/ HERVE CAEN
---------------------------------
Herve Caen
President
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
10.1 Support Agreement, dated as of September 5, 2001, by and between
Interplay Entertainment Corp., and Titus Interactive, S.A., and
certain directors of Interplay Entertainment Corp.
10.2 Waiver of First Refusal Rights for Neverwinter Nights dated
September 12, 2001.
99.1 Press Release dated September 11, 2001.
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