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) May 12, 1999
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INTERPLAY ENTERTAINMENT CORP.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-24363 33-0102707
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
16815 Von Karman Avenue, Irvine, California 92606
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 553-6655
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On May 12, 1999, Interplay Entertainment Corp. (the "Company") signed a
letter of intent with Titus Interactive SA ("Titus") pursuant to which Titus
will loan the Company $5 million (the "Loan"), and the Company and Titus will
negotiate certain additional transactions, including the purchase of 6.25
million shares of the Company's Common Stock by Titus at a purchase price of $4
per share, and the swap by Brian Fargo, the Company's chairman and chief
executive officer, of 2 million shares of Interplay Common Stock for an agreed
upon number of Titus Shares. As part of the agreements to be negotiated under
the letter of intent, Titus chairman and chief executive officer Herve Caen
would become president of Interplay. Should the definitive agreements
contemplated by the letter of intent not be entered into by the Company and
Titus on or before August 31, 1999, the Loan must be repaid (together with
interest at a rate of 6% per annum) by the Company, or, at the option of Titus,
may be converted into shares of the Company's Common Stock. The Loan would be
converted at a price equal to the average closing price of the Company's Common
Stock on the Nasdaq National Market System for the ten days prior to the
effective date of the registration of certain shares of the Company's Common
Stock previously purchased from the Company by Titus. If the Loan is converted,
the shares of the Company's Common Stock into which the Loan is converted would
also be included in such registration. The letter of intent also amends the
Stock Purchase Agreement dated March 18, 1999 between the Company and Titus to
among other things, extend the period during which the Company may not negotiate
or solicit the acquisition of the Company, its business or its assets by any
person or entity other than Titus to August 31, 1999. Copies of the letter of
intent and the convertible promissory note evidencing the Loan are attached as
Exhibits 99.1 and 99.2, respectively, to this Report and are incorporated herein
by this reference. A copy of the Company's press release announcing the letter
of intent and the transactions contemplated thereby is attached as Exhibit 99.3
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 Letter of Intent dated May 12, 1999 and signed by
Interplay Entertainment Corp and Titus Interactive
SA.
99.2 Convertible Promissory Note for $5 million dated
May 12, 1999 and issued by Interplay Entertainment
Corp to Titus Interactive SA.
99.3 Press Release - May 12, 1999 - Interplay Signs
Letter of Intent with Titus Interactive for $25
Million Equity Investment.
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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.
INTERPLAY ENTERTAINMENT CORP.
DATE: June 2, 1999 BY: /s/ Brian Fargo
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Brian Fargo,
Chief Executive Officer
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EXHIBIT INDEX
Sequentially
Exhibit Number Description Numbered Page
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99.1 Letter of Intent dated May 12, 1999 and
signed by Interplay Entertainment Corp
and Titus Interactive SA. 5
99.2 Convertible Promissary Note for $5 million
issued by Interplay Entertainment Corp to
Titus Interactive SA. 10
99.3 Press Release - May 12, 1999-Interplay Signs
Letter of Intent with Titus Interactive for
$25 Million Equity Investment. 14