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): May 20, 2008
INTERPLAY ENTERTAINMENT CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0-24363 33-0102707
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
100 N. CRESCENT DRIVE BEVERLY HILLS, CALIFORNIA 90210
(Address of principal executive offices)
(Registrant's telephone number, including area code): (310) 432-1958
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-2)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240. 13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
See disclosure under Item 5.02(e) below
ITEM 5.02(e) DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS: ELECTION OF DIRECTORS:
APPOINTMENT OF CERTAIN OFFICERS: COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 20, 2008 the Board of Directors extended the suspension of cash
compensation for directors' fees to Michel Welter and Eric Caen through
September, 2008 and issued to each of Michel Welter and Eric Caen 250,000
options to purchase Common Stock of the Company instead of cash compensation.
Such options were issued at an exercise price of $.175 and are subject to, and
exercisable in accordance with, the Company's 1997 Stock Incentive Plan, as
amended.
On May 20, 2008 the Board of Directors increased the number of options issued to
Directors for each year of service to 150,000, and issued to Michel Welter and
Eric Caen 150,000 options to purchase Common Stock of the Company accordingly.
Such options were issued at an exercise price of $.175 and are subject to, and
exercisable in accordance with, the Company's 1997 Stock Incentive Plan, as
amended.
On May 20, 2008 the Board of Directors reduced the annual salary of the Chief
Executive Officer and Interim Chief Financial Officer, Herve Caen, through May
15, 2009 from $460,000 to $250,000 and issued to Herve Caen warrants to purchase
5,000,000 shares of Common Stock of the Company as consideration for Herve Caen
accepting such reduction in his salary. Such warrants have a term of 10 years,
an exercise price of $.175, are immediately exercisable and were issued in
accordance with the terms of the form of Warrant Agreement filed as Exhibit
10.07 to the Company's Form 10-Q for the period ended March 31, 2008.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On May 20, 2008 the Board of Directors unanimously approved amendment of the
By-Laws to permit the notice of the stockholder meeting to be provided as
permitted pursuant to the SEC's new rules on notice and access.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
3.2 Amendment to Section 2.4 of the Company's Amended and
Restated By-Laws
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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 CORPORORATION
(Registrant)
DATE: May 28, 2008 BY /S/ HERVE CAEN
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Herve Caen
Chief Executive Officer and Interim
Chief Financial Officer
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