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): JUNE 18, 2009
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INTERPLAY ENTERTAINMENT CORP.
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(Exact name of registrant as specified in its 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.)
100 N. CRESCENT DRIVE, BEVERLY HILLS, CALIFORNIA 90210
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(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 SALE OF EQUITY SECURITIES
See disclosure under Item 5.02 (e) and item 7.01 below.
Item 5.02(e) DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On June 18, 2009 the Board of Directors continued the reduction of the annual
salary of the Chief Executive Officer and Interim Chief Financial Officer, Herve
Caen, through June 30, 2010 from $460,000 to $250,000 and issued to Herve Caen
warrants to purchase 6,000,000 shares of Common Stock of the Company as
consideration for Herve Caen accepting the reduction in his salary. Such
warrants have a term of 10 years, an exercise price of $0.065, and are
immediately exercisable.
Such warrants 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.
Such warrants were issued, and any underlying shares of Common Stock, would be
issued in a private placement exempt from registration pursuant to section 4(2)
of Securities Act of 1933.
ITEM 7.01 REGULATION FD
On June 18, 2009 the Board of Directors extended the suspension of cash
compensation for Directors through September, 2009 and issued the following
warrants instead of cash compensation: 999,950 10 year warrants to purchase the
Company common stock to each of Michel Welter and Xavier De Portal, issued
857,100 10 year warrants to purchase the Company common stock to Alberto Haddad
and issued 571,400 10 year warrants to purchase the Company common stock to Eric
Caen. Such warrants have a term of 10 years, an exercise price of $0.065, and
are immediately exercisable.
Such warrants 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.
Such warrants were issued, and any underlying shares of Common Stock, would be
issued in a private placement exempt from registration pursuant to section 4(2)
of Securities Act of 1933.
On June 18, 2009 the Board of Directors issued 300,000 Stock Options to Alberto
Haddad and Xavier De Portal for joining the Board and serving through June 2009,
and issued 150,000 Stock Options to Eric Caen and Michel Welter for serving on
the Board through June 2009. Such options shall have an exercise price of $0.065
and shall be exercisable consistently with, the Company's 1997 Stock Incentive
Plan, as amended.
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 CORPORATION
(Registrant)
DATE: June 24, 2009 By /S/ HERVE CAEN
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Herve Caen
Chief Executive Officer and Interim
Chief Financial Officer