UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
May 15, 2002
INTERPLAY ENTERTAINMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-24363 33-0102707
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
This Current Report on Form 8-K/A amends the Current Report on Form 8-K
filed by Interplay Entertainment Corp. ("Interplay") on May 6, 2002 in that (i)
this Report discloses the information provided in the prior report pursuant to
Item 2 of Form 8-K instead of pursuant to Item 5 of Form 8-K, and (ii) this
Report adds under Item 5, unaudited PRO FORMA financial statements for the
purpose of complying with the Nasdaq Stock Market's request that such financial
statements be publicly disclosed in a press release or in a report filed under
the Securities Exchange Act of 1934.
ITEM 2. - ACQUISITION OR DISPOSITION ASSETS
On April 30, 2002, Interplay consummated the sale (the "Sale") of its
majority owned subsidiary, Shiny Entertainment, Inc. ("Shiny") to Infogrames,
Inc. ("Infogrames") pursuant to the terms of the previously reported Stock
Purchase Agreement, dated April 23, 2002, as amended (the "Purchase Agreement"),
among Interplay, Infogrames, Shiny, David Perry ("Perry") and Shiny Group, Inc.
("SGI"). Pursuant to the Purchase Agreement, Infogrames acquired all of the
outstanding common stock of Shiny for approximately $47.2 million, which was
paid to or for the benefit of Interplay as follows:
o $2,983,561 in cash paid to Interplay at closing;
o $10,809,076 paid to Interplay pursuant to a promissory note of
Infogrames providing for scheduled payments with the final payment due
July 31, 2002;
o $26,145,925 paid directly to third party creditors of Interplay; and
o $7,250,000 was paid to Perry and SGI for their common stock of Shiny
that was issued to such parties to settle claims relating to
Interplay's original acquisition of Shiny.
The Purchase Agreement, as amended, is incorporated herein by reference to
Exhibits 2.1 and 2.2, and a copy of Interplay's press release announcing
consummation of the Sale is incorporated herein by reference and included herein
as Exhibit 99.1. The foregoing description of such documents is qualified in
their entirety by reference to such exhibits.
Concurrently with the closing of the Sale, Interplay settled its legal
dispute with Vivendi Universal Games, Inc., the distributor of Interplay's video
games in North America, relating to the parties' distribution agreement.
Interplay also settled its legal disputes with LaSalle Business Credit, Inc.,
the company's former bank, and Brian Fargo, the company's founder and former
Chief Executive Officer, relating to Interplay's April 2001 credit facility with
LaSalle that was partially guaranteed by Fargo. The disputes with Vivendi,
LaSalle and Fargo were dismissed, with prejudice, following consummation of the
Sale.
Additionally, in connection with the Sale, Interplay issued to Warner
Bros., a division of Time Warner Entertainment Company, L.P., a Secured
Convertible Promissory Note, due April 30, 2003, in the principal amount of
$2,000,000. The note was issued in
partial payment of amounts due Warner Bros. under the parties' license agreement
for the video game based on the motion picture THE MATRIX, which is being
developed by Shiny. The note is secured by all of Interplay's assets, and may be
converted by the holder thereof into shares of Interplay common stock on the
maturity date or, to the extent there is any proposed prepayment, within the 30
day period prior to such prepayment. The conversion price is equal to the lower
of (a) $0.304 and (b) an amount equal to the average closing price of a share of
Interplay common stock for the five business days ending on the day prior to the
conversion date. Interplay agreed to register with the Securities and Exchange
Commission the resale by the note holder of shares of common stock issued upon
conversion of the note. The note and the security agreement related thereto are
attached hereto as, and incorporated herein by reference to, Exhibits 10.1 and
10.2, respectively. The foregoing description of such documents is qualified in
their entirety by reference to such exhibits.
ITEM 5. - OTHER EVENTS
On or around May 15, 2002, Interplay applied with the Nasdaq Stock Market
to move the listing of its shares of common stock from the Nasdaq National
Market to the Nasdaq SmallCap Market. In support of that application, and to
demonstrate compliance with the minimum listing requirements for including its
shares on the Nasdaq SmallCap Market, Interplay submitted to Nasdaq unaudited
PRO FORMA balance sheet and statements of operations data illustrating the
effects of the Sale on certain of Interplay's historical and financial data. The
unaudited PRO FORMA financial statements are attached to this Current Report on
Form 8-K/A as Exhibit 99.2 and are incorporated herein by this reference.
The unaudited PRO FORMA financial statements are being filed on this Form
8-K/A solely for the purpose of complying with the Nasdaq Stock Market's request
that such financial statements be publicly disclosed in a press release or in a
report filed under the Securities Exchange Act of 1934.
ITEM 7. - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Stock Purchase Agreement, dated April 23, 2002, by and among
Interplay Entertainment Corp., Infogrames, Inc., Shiny
Entertainment, Inc., David Perry and Shiny Group, Inc.,
incorporated herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed May 6, 2002.
2.2 Amendment No. 1, dated April 30, 2002, to the Stock Purchase
Agreement, dated April 23, 2002, by and among Interplay
Entertainment Corp., Infogrames, Inc., Shiny Entertainment, Inc.,
David Perry and Shiny Group, Inc., incorporated herein by
reference to Exhibit 2.2 to the Company's Current Report on Form
8-K filed May 6, 2002.
10.1 Secured Convertible Promissory Note, dated April 30, 2002, in
favor of Warner Bros., a division of Time Warner Entertainment
Company, L.P., incorporated herein by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K filed May 6, 2002.
10.2 Security Agreement, dated April 30, 2002, between Interplay
Entertainment Corp. and Warner Bros., a division of Time Warner
Entertainment Company, L.P., incorporated herein by reference to
Exhibit 10.2 to the Company's Current Report on Form 8-K filed
May 6, 2002.
99.1 Press Release, dated May 2, 2002, announcing consummation of the
sale of Shiny Entertainment, Inc. to Infogrames, Inc.,
incorporated herein by reference to Exhibit 99.1 to the Company's
Current Report on Form 8-K filed May 6, 2002.
99.2 Unaudited Pro Forma Financial Statements.
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.
May 17, 2002 /S/ JEFF GONZALEZ
-----------------------------------
Jeff Gonzalez
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2.1 Stock Purchase Agreement, dated April 23, 2002, by and
among Interplay Entertainment Corp., Infogrames, Inc.,
Shiny Entertainment, Inc., David Perry and Shiny
Group, Inc., incorporated herein by reference to
Exhibit 2.1 to the Company's Current Report on Form
8-K filed May 6, 2002.
2.2 Amendment No. 1, dated April 30, 2002, to the Stock
Purchase Agreement, dated April 23, 2002, by and among
Interplay Entertainment Corp., Infogrames, Inc., Shiny
Entertainment, Inc., David Perry and Shiny Group,
Inc., incorporated herein by reference to Exhibit 2.2
to the Company's Current Report on Form 8-K filed May
6, 2002.
10.1 Secured Convertible Promissory Note, dated April 30,
2002, in favor of Warner Bros., a division of Time
Warner Entertainment Company, L.P., incorporated
herein by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed May 6, 2002.
10.2 Security Agreement, dated April 30, 2002, between
Interplay Entertainment Corp. and Warner Bros., a
division of Time Warner Entertainment Company, L.P.,
incorporated herein by reference to Exhibit 10.2 to
the Company's Current Report on Form 8-K filed May 6,
2002.
99.1 Press Release, dated May 2, 2002, announcing
consummation of the sale of Shiny Entertainment, Inc.
to Infogrames, Inc., incorporated herein by reference
to Exhibit 99.1 to the Company's Current Report on
Form 8-K filed May 6, 2002.
99.2 Unaudited Pro Forma Financial Statements