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 20, 1999
-------------------------------
INTERPLAY ENTERTAINMENT CORP.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-24363 33-0102707
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
16815 Von Karman Avenue, Irvine, California 92606
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 553-6655
-----------------------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
1
Item 5. Other Events.
On July 20, 1999, Interplay Entertainment Corp. (the "Company") entered
into a stock purchase agreement (the "Stock Purchase Agreement") with Titus
Interactive S.A. ("Titus") and Brian Fargo ("Fargo") pursuant to which Titus
will purchase 6.25 million shares of the Company's Common Stock at a purchase
price of $4 per share, for aggregate consideration of $25 million (the "Stock
Sale"). The consummation of the Stock Sale is subject to certain conditions,
including the approval of the Stock Sale by the Company's stockholders. The
Stock Sale and the additional transactions contemplated thereby are expected to
close following the Company's stockholder meeting scheduled for August 24, 1999.
In connection with the Stock Purchase Agreement, Fargo and Titus have
entered into an Exchange Agreement pursuant to which Fargo will exchange
2,000,000 of his shares of the Company's Common Stock for 96,666 shares of Titus
Common Stock (the "Exchange"). Titus previously made a $10 million equity
investment in the Company in March 1999, and holds an option to purchase
4,658,216 shares of the Company's Common Stock currently held by Universal
Studios, Inc. (the "Universal Option"). Following the exercise of the Universal
Option and the closing of the Stock Sale and the Exchange, Titus will own
approximately 57% of the Company's outstanding Common Stock.
Also in connection with the Stock Purchase Agreement, the Company, Titus
and Fargo have negotiated a voting agreement which provides for certain
restrictions on the voting of the shares of Company Common Stock held by Titus
and Fargo, and gives Titus and Fargo certain rights and imposes certain
obligations with respect to transfers or sales of such shares. Further, the
Company has negotiated employment agreements with Fargo and with Titus President
Herve Caen, which provide that, following the closing of the Stock Sale and the
transactions contemplated thereby, Messrs. Fargo and Caen will serve as the
Company's Chief Executive Officer and President, respectively.
A copy of the Company's press release announcing the signing of the Stock
Purchase Agreement and the transactions contemplated thereby is attached as
Exhibit 99.1 to this Report and incorporated herein by this reference.
Item 7. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits. The following exhibits are filed as part of this Report.
Exhibit Number Description
99.1 Press Release - July 22, 1999 - Interplay Signs
Agreement with Titus Interactive For $25 Million
Equity Financing.
2
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.
Date: July 29, 1999 By: /s/ Brian Fargo
-------------------------
Brian Fargo,
Chief Executive Officer
3
EXHIBIT INDEX
Sequentially
Exhibit Number Description Numbered Page
- -------------- ----------------------------------------------- -------------
99.1 Press Release - July 22, 1999 - Interplay Signs 5
Agreement with Titus Interactive For $25 Million
Equity Financing.
4