INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check
the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
INTERPLAY ENTERTAINMENT CORP.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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INTERPLAY ENTERTAINMENT CORP.
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LETTER TO STOCKHOLDERS REGARDING
2002 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 10, 2002
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TO OUR STOCKHOLDERS:
In connection with our 2002 Annual Meeting of Stockholders, please find
enclosed the following Proxy materials:
o Notice of Annual Meeting of Stockholders
o Proxy Statement for 2002 Annual Meeting of Stockholders
o 2001 Annual Report of Interplay Entertainment Corp.
o Proxy Card
Please be advised that the enclosed Notice of Annual Meeting of
Stockholders, Proxy Statement and 2001 Annual Report provide that the 2002
Annual Meeting of Stockholders will be held on Tuesday, September 17, 2002.
After the proxy materials were printed, we decided to change the date of the
2002 Annual Meeting.
OUR 2002 ANNUAL MEETING OF STOCKHOLDERS WILL BE HELD AT 10:00 A.M. PACIFIC
TIME ON THURSDAY, OCTOBER 10, 2002, AT THE SUTTON PLACE HOTEL, 4500 MACARTHUR
BOULEVARD, NEWPORT BEACH, CALIFORNIA 92660.
The enclosed proxy materials are hereby amended to replace all references
in the materials to an Annual Meeting date of September 17, 2002 with an Annual
Meeting date of October 10, 2002.
September 6, 2002 /s/ Jeff Gonzalez
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Jeff Gonzalez
Chief Financial Officer
INTERPLAY ENTERTAINMENT CORP.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of INTERPLAY ENTERTAINMENT CORP., a Delaware
corporation (the "Company"), hereby nominates, constitutes and appoints Herve
Caen and Jeff Gonzalez, or either one of them, as proxy of the undersigned, each
with full power of substitution, to attend, vote and act for the undersigned at
the Annual Meeting of Stockholders of the Company, to be held on October 10,
2002, and any postponements or adjournments thereof, and in connection
therewith, to vote and represent all of the shares of the Company which the
undersigned would be entitled to vote with the same effect as if the undersigned
were present, as follows:
A VOTE FOR ALL PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS:
Proposal 1. To elect the Board of Directors' seven nominees as directors:
Herve Caen Eric Caen
Nathan Peck Michel H. Vulpillat
Michel Welter Maren Stenseth
R. Parker Jones
|_| FOR ALL NOMINEES LISTED ABOVE (except as marked to the
contrary below)
|_| WITHHELD for all nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below:)
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The undersigned hereby confer(s) upon the proxies, and each of them,
discretionary authority with respect to the election of directors in
the event that any of the above nominees is unable or unwilling to
serve.
Proposal 2. To amend the Company's 1997 Stock Incentive Plan to increase the
number of authorized shares by 6,000,000 shares.
|_| FOR |_| AGAINST |_| ABSTAIN
Proposal 3. To amend the Company's Amended and Restated Certificate of
Incorporation to effect a one-for-ten reverse stock split of
shares of the Company's Common Stock.
|_| FOR |_| AGAINST |_| ABSTAIN
The undersigned hereby revokes any other proxy to vote at the Annual
Meeting, and hereby ratifies and confirms all that said attorneys and proxies,
and each of them, may lawfully do by virtue hereof. With respect to matters not
known at the time of the solicitation hereof, said proxies are authorized to
vote in accordance with their best judgment.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH
ABOVE OR, TO THE EXTENT NO CONTRARY DIRECTION IS INDICATED, WILL BE TREATED AS A
GRANT OF AUTHORITY TO VOTE FOR ALL PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED
AT THE ANNUAL MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE PROXIES.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated August 23, 2002, and the Letter
to Stockholders dated September 6, 2002, relating to the Annual Meeting.
Dated: , 2002
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Signature:
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Signature:
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Signature(s) of Stockholder(s)
(See Instructions Below)
The Signature(s) hereon should correspond
exactly with the name(s) of the Stockholder(s)
appearing on the Share Certificate. If stock
is held jointly, all joint owners should sign.
When signing as attorney, executor, adminis-
trator, trustee or guardian, please give full
title as such. If signer is a corporation,
please sign the full corporation name, and
give title of signing officer.
|_| Please indicate by checking this box if
you anticipate attending the Annual
Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE
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