-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ShJmFkKyU0x9y5xIOseu2cBOv96/YNbWGpsC8x5f9INg04N+WlcX+eqXFXL+/OFC 8JK9/rQqgPhMMI+yMsxRgA== 0001011438-02-000383.txt : 20020517 0001011438-02-000383.hdr.sgml : 20020517 20020517160400 ACCESSION NUMBER: 0001011438-02-000383 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020515 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERPLAY ENTERTAINMENT CORP CENTRAL INDEX KEY: 0001057232 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330102707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24363 FILM NUMBER: 02656367 BUSINESS ADDRESS: STREET 1: 16815 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92606 BUSINESS PHONE: 9495536655 MAIL ADDRESS: STREET 1: 16815 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92606 8-K/A 1 form8k-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 15, 2002 INTERPLAY ENTERTAINMENT CORP. (Exact name of registrant as specified in its charter) Delaware 0-24363 33-0102707 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 16815 Von Karman Avenue, Irvine, CA 92606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 553-6655 This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Interplay Entertainment Corp. ("Interplay") on May 6, 2002 in that (i) this Report discloses the information provided in the prior report pursuant to Item 2 of Form 8-K instead of pursuant to Item 5 of Form 8-K, and (ii) this Report adds under Item 5, unaudited PRO FORMA financial statements for the purpose of complying with the Nasdaq Stock Market's request that such financial statements be publicly disclosed in a press release or in a report filed under the Securities Exchange Act of 1934. ITEM 2. - ACQUISITION OR DISPOSITION ASSETS On April 30, 2002, Interplay consummated the sale (the "Sale") of its majority owned subsidiary, Shiny Entertainment, Inc. ("Shiny") to Infogrames, Inc. ("Infogrames") pursuant to the terms of the previously reported Stock Purchase Agreement, dated April 23, 2002, as amended (the "Purchase Agreement"), among Interplay, Infogrames, Shiny, David Perry ("Perry") and Shiny Group, Inc. ("SGI"). Pursuant to the Purchase Agreement, Infogrames acquired all of the outstanding common stock of Shiny for approximately $47.2 million, which was paid to or for the benefit of Interplay as follows: o $2,983,561 in cash paid to Interplay at closing; o $10,809,076 paid to Interplay pursuant to a promissory note of Infogrames providing for scheduled payments with the final payment due July 31, 2002; o $26,145,925 paid directly to third party creditors of Interplay; and o $7,250,000 was paid to Perry and SGI for their common stock of Shiny that was issued to such parties to settle claims relating to Interplay's original acquisition of Shiny. The Purchase Agreement, as amended, is incorporated herein by reference to Exhibits 2.1 and 2.2, and a copy of Interplay's press release announcing consummation of the Sale is incorporated herein by reference and included herein as Exhibit 99.1. The foregoing description of such documents is qualified in their entirety by reference to such exhibits. Concurrently with the closing of the Sale, Interplay settled its legal dispute with Vivendi Universal Games, Inc., the distributor of Interplay's video games in North America, relating to the parties' distribution agreement. Interplay also settled its legal disputes with LaSalle Business Credit, Inc., the company's former bank, and Brian Fargo, the company's founder and former Chief Executive Officer, relating to Interplay's April 2001 credit facility with LaSalle that was partially guaranteed by Fargo. The disputes with Vivendi, LaSalle and Fargo were dismissed, with prejudice, following consummation of the Sale. Additionally, in connection with the Sale, Interplay issued to Warner Bros., a division of Time Warner Entertainment Company, L.P., a Secured Convertible Promissory Note, due April 30, 2003, in the principal amount of $2,000,000. The note was issued in partial payment of amounts due Warner Bros. under the parties' license agreement for the video game based on the motion picture THE MATRIX, which is being developed by Shiny. The note is secured by all of Interplay's assets, and may be converted by the holder thereof into shares of Interplay common stock on the maturity date or, to the extent there is any proposed prepayment, within the 30 day period prior to such prepayment. The conversion price is equal to the lower of (a) $0.304 and (b) an amount equal to the average closing price of a share of Interplay common stock for the five business days ending on the day prior to the conversion date. Interplay agreed to register with the Securities and Exchange Commission the resale by the note holder of shares of common stock issued upon conversion of the note. The note and the security agreement related thereto are attached hereto as, and incorporated herein by reference to, Exhibits 10.1 and 10.2, respectively. The foregoing description of such documents is qualified in their entirety by reference to such exhibits. ITEM 5. - OTHER EVENTS On or around May 15, 2002, Interplay applied with the Nasdaq Stock Market to move the listing of its shares of common stock from the Nasdaq National Market to the Nasdaq SmallCap Market. In support of that application, and to demonstrate compliance with the minimum listing requirements for including its shares on the Nasdaq SmallCap Market, Interplay submitted to Nasdaq unaudited PRO FORMA balance sheet and statements of operations data illustrating the effects of the Sale on certain of Interplay's historical and financial data. The unaudited PRO FORMA financial statements are attached to this Current Report on Form 8-K/A as Exhibit 99.2 and are incorporated herein by this reference. The unaudited PRO FORMA financial statements are being filed on this Form 8-K/A solely for the purpose of complying with the Nasdaq Stock Market's request that such financial statements be publicly disclosed in a press release or in a report filed under the Securities Exchange Act of 1934. ITEM 7. - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 2.1 Stock Purchase Agreement, dated April 23, 2002, by and among Interplay Entertainment Corp., Infogrames, Inc., Shiny Entertainment, Inc., David Perry and Shiny Group, Inc., incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 6, 2002. 2.2 Amendment No. 1, dated April 30, 2002, to the Stock Purchase Agreement, dated April 23, 2002, by and among Interplay Entertainment Corp., Infogrames, Inc., Shiny Entertainment, Inc., David Perry and Shiny Group, Inc., incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed May 6, 2002. 10.1 Secured Convertible Promissory Note, dated April 30, 2002, in favor of Warner Bros., a division of Time Warner Entertainment Company, L.P., incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 6, 2002. 10.2 Security Agreement, dated April 30, 2002, between Interplay Entertainment Corp. and Warner Bros., a division of Time Warner Entertainment Company, L.P., incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 6, 2002. 99.1 Press Release, dated May 2, 2002, announcing consummation of the sale of Shiny Entertainment, Inc. to Infogrames, Inc., incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed May 6, 2002. 99.2 Unaudited Pro Forma Financial Statements. 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. May 17, 2002 /S/ JEFF GONZALEZ ----------------------------------- Jeff Gonzalez Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 2.1 Stock Purchase Agreement, dated April 23, 2002, by and among Interplay Entertainment Corp., Infogrames, Inc., Shiny Entertainment, Inc., David Perry and Shiny Group, Inc., incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 6, 2002. 2.2 Amendment No. 1, dated April 30, 2002, to the Stock Purchase Agreement, dated April 23, 2002, by and among Interplay Entertainment Corp., Infogrames, Inc., Shiny Entertainment, Inc., David Perry and Shiny Group, Inc., incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed May 6, 2002. 10.1 Secured Convertible Promissory Note, dated April 30, 2002, in favor of Warner Bros., a division of Time Warner Entertainment Company, L.P., incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 6, 2002. 10.2 Security Agreement, dated April 30, 2002, between Interplay Entertainment Corp. and Warner Bros., a division of Time Warner Entertainment Company, L.P., incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 6, 2002. 99.1 Press Release, dated May 2, 2002, announcing consummation of the sale of Shiny Entertainment, Inc. to Infogrames, Inc., incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed May 6, 2002. 99.2 Unaudited Pro Forma Financial Statements EX-99 3 exhibit99-2.txt EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On April 30, 2002, Interplay Entertainment Corp. ("Interplay" or "the Company") consummated the sale (the "Sale") of its majority owned subsidiary, Shiny Entertainment, Inc. ("Shiny") to Infogrames, Inc. ("Infogrames") pursuant to the terms of a Stock Purchase Agreement, dated April 23, 2002, as amended (the "Purchase Agreement "), among Interplay, Infogrames, Shiny, David Perry ("Perry") and Shiny Group, Inc. ("SGI"). Pursuant to the Purchase Agreement, Infogrames acquired all of the outstanding common stock of Shiny for approximately $47.2 million. Concurrently with the closing of the Sale, Interplay settled a legal dispute with Vivendi Universal Games, Inc., the distributor of Interplay's video games in North America, relating to the parties' distribution agreement. Interplay also settled legal disputes with LaSalle Business Credit, Inc., the company's former bank, and Brian Fargo, the company's founder and former Chief Executive Officer, relating to Interplay's April 2001 credit facility with LaSalle that was partially guaranteed by Fargo. The disputes with Vivendi, LaSalle and Fargo were dismissed, with prejudice, following consummation of the Sale. Additionally, in connection with the Sale, Interplay issued to Warner Bros., a division of Time Warner Entertainment Company, L.P., a Secured Convertible Promissory Note, due April 30, 2003, in the principal amount of $2,000,000 (the "Warner Bros. Note"). The note was issued in partial payment of amounts due Warner Bros. under the parties' license agreement for the video game based on the motion picture THE MATRIX, which is being developed by Shiny. The following pro forma financial data of the Company consists of an Unaudited Pro Forma Condensed Consolidated Balance Sheet, a 2002 Three Month Unaudited Pro Forma Condensed Consolidated Statement of Operations (the "2002 Three Month Pro Forma Statement of Operations"), a 2001 Unaudited Pro Forma Condensed Consolidated Statement of Operations (the "2001 Pro Forma Statement of Operations"), and together the "Pro Forma Statements". The Unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as if the sale of Shiny and the other transactions noted above occurred on March 31, 2001. The 2002 Three Month Pro Forma Statement of Operations is presented as if the transactions were consummated on December 31, 2001. The 2001 Pro Forma Statement of Operations is presented as if the transactions were consummated on December 31, 2000. The Pro Forma Statements reflect the carrying value of assets sold, the consideration received, net of related transaction costs, as well as payments made to retire certain liabilities at the date of close, and the issuance of the Warner Bros. Note. The Pro Forma Statements should be read in conjunction with the historical financial statements of the Company, the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2002 and the Company's Annual Report on Form 10-K for the year ended December 31, 2001. The Pro Forma Statements are based upon currently available information and upon certain assumptions that the Company believes are reasonable under the circumstances. The Pro Forma Statements do not purport to represent what the Company's consolidated financial position or results of operations would actually have been if the aforementioned transactions in fact had occurred on such date or at the beginning of the periods indicated or to project the Company's consolidated financial position or results of operations at any future date or for any future periods.
INTERPLAY ENTERTAINMENT CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET MARCH 31, 2002 ASSETS ACTUAL ADJUSTMENT PRO-FORMA ----------- ----------- ----------- Current Assets: (IN THOUSANDS) Cash $ 61 $ 2,977 1 $ 3,038 Trade receivables from related parties, net 3,445 3,445 Trade receivables, net 1,986 (10) 2 1,976 Note receivable - 10,809 1 10,809 Inventories 3,903 3,903 Prepaid licenses and royalties 10,499 10,499 Other current assets 675 (13) 2 662 ----------- ----------- ----------- Total current assets 20,569 13,763 34,332 Property and equipment, net 4,656 (453) 2 4,203 Other assets 981 (981) 2 - ----------- ----------- ----------- $ 26,206 $ 12,329 $ 38,535 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Accounts payable $ 15,524 (1,691) 1 13,353 (480) 3 Accrued royalties 5,959 (1,535) 1 4,216 (208) 3 Other accrued liabilities 2,637 (239) 1 2,252 (146) 3 Advances from distributors and others 7,167 (5,000) 1 2,167 Advances from related party distributor 9,618 (6,500) 1 3,118 Loans from related parties 4,318 (4,318) 1 - Payables to related parties 8,764 8,764 ----------- ----------- ----------- Total current liabilities 53,987 (20,117) 33,870 Long-term liabilities Note payable - 2,000 4 2,000 ----------- ----------- ----------- Total liabilities 53,987 (18,117) 35,870 Commitments and contingencies Stockholders' Equity (Deficit): Common stock 93 93 Paid-in capital 121,396 121,396 Accumulated deficit (149,445) 30,446 5 (118,999) Accumulated other comprehensive income 175 175 ----------- ----------- ----------- Total stockholders' equity (deficit) (27,781) 30,446 2,665 ----------- ----------- ----------- $ 26,206 $ 12,329 $ 38,535 =========== =========== ===========
INTERPLAY ENTERTAINMENT CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2002 YEAR ENDED DECEMBER 31, 2001 --------------------------------------- ---------------------------------------- ACTUAL ADJUSTMENT PRO-FORMA ACTUAL ADJUSTMENT PRO-FORMA ------------ ---------- ------------ ------------ ---------- ------------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Net revenues $ 9,207 $ - $ 9,207 $ 35,136 $ - $ 35,136 Net revenues from related party distributors 6,168 - 6,168 22,653 - 22,653 ------------ ---------- ------------ ------------ ---------- ------------- Total net revenues 15,375 - 15,375 57,789 - 57,789 Cost of goods sold 4,477 - 4,477 45,816 - 45,816 ------------ ---------- ------------ ------------ ---------- ------------- Gross profit 10,898 - 10,898 11,973 - 11,973 ------------ ---------- ------------ ------------ ---------- ------------- Operating expenses: Marketing and sales 1,654 - 1,654 20,038 (4) 20,034 General and administrative 3,016 (226) 2,790 12,622 (1,413) 11,209 Product development 4,698 (1,303) 3,395 20,603 (3,328) 17,275 ------------ ---------- ------------ ------------ ---------- ------------- Total operating expenses 9,368 (1,529) 7,839 53,263 (4,745) 48,518 ------------ ---------- ------------ ------------ ---------- ------------- Operating income (loss) 1,530 1,529 3,059 (41,290) 4,745 (36,545) ------------ ---------- ------------ ------------ ---------- ------------- Other income (expense): Interest expense (942) (30) (972) (4,285) (120) (4,405) Other 907 - 907 (241) - (241) ------------ ---------- ------------ ------------ ---------- ------------- Loss before provision for income taxes 1,495 1,499 2,994 (45,816) 4,625 (41,191) Provision for income taxes - 500 500 ------------ ---------- ------------ ------------ ---------- ------------- Net income (loss) $ 1,495 $ 1,499 $ 2,994 $ (46,316) $ 4,625 $ (41,691) ------------ ---------- ------------ ------------ ---------- ------------- Cumulative dividend on participating preferred stock $ 133 $ - $ 133 $ 966 $ - $ 966 Accretion of warrant - - - 266 - 266 ------------ ---------- ------------ ------------ ---------- ------------- Net income (loss) available to common stockholders $ 1,362 $ 1,499 $ 2,861 $ (47,548) $ 4,625 $ (42,923) ============ ========== ============ ============ ========== ============= Net income (loss) per common share: Basic $ 0.03 $ 0.05 $ (1.23) $ (1.11) ============ ========== ============ ============ ========== ============= Diluted $ 0.02 $ 0.05 $ (1.23) $ (1.11) ============ ========== ============ ============ ========== ============= Shares used in calculating net income (loss) per common share: Basic 54,437,592 54,437,592 38,670,343 38,670,343 ============ ========== ============ ============ ========== ============= Diluted 54,502,505 54,502,505 38,670,343 38,670,343 ============ ========== ============ ============ ========== =============
INTERPLAY ENTERTAINMENT CORP. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Proceeds from the sale of Shiny On April 30, 2002, Interplay Entertainment Corp. ("Interplay"or "the Company") consummated the sale of its majority owned subsidiary, Shiny Entertainment, Inc. ("Shiny") to Infogrames, Inc. ("Infogrames"), for $47.2 million. The proceeds from the sale were paid to the Company or its designees as follows: Cash to Interplay $ 2,977 Note receivable from Infogrames 10,809 Amounts paid directly to various debtors of Interplay: Accounts payable 1,691 Accrued royalties 1,535 Other accrued liabilities 239 Advances from distributors and other 5,000 Advances from related party distributor 6,500 Loans from related parties 4,318 Closing costs 14,120 --------- Total proceeds $ 47,189 ========= 2. The assets of Shiny sold to Infogrames include the following at historical book value Accounts receivable $ 10 Other current assets 13 Property and equipment, net 453 Other assets 981 ---------- $ 1,457 ========== 3. Consideration received from Infogrames includes the assumption of the following liabilities of Shiny: Accounts payable $ 480 Accrued royalties 208 Other accrued liabilities 146 ---------- $ 834 ========== 4. To record the $2 million Secured Convertible Promissory Note, due April 30, 2003, and accruing interest at 6 percent per annum, issued to Warner Bros., a division of Time Warner Entertainment Company, L.P. ("Warner Bros. Note"). 5. Gain on sale of Shiny derived as follows: Gross proceeds from sale $ 47,189 Net assets of Shiny (623) Expenses related to sale (14,120) Warner Bros. Note (2,000) --------- Net gain on sale $ 30,446 ========= 6. To eliminate the operating results of Shiny. 7. To reflect interest expense related to the Warner Bros. Note -----END PRIVACY-ENHANCED MESSAGE-----