-----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, NlENJ0Jrvd8drCuW5DxNKHnTRyaZjCZuM3gwD/0Wb3kBlJz9xI7OvfcGp0kYmMEw ibPOvo8d6tPjs0a8rn9gnA== 0000889812-97-001994.txt : 19970918 0000889812-97-001994.hdr.sgml : 19970918 ACCESSION NUMBER: 0000889812-97-001994 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970917 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCLAIM ENTERTAINMENT INC CENTRAL INDEX KEY: 0000804888 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 382698904 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-16986 FILM NUMBER: 97681777 BUSINESS ADDRESS: STREET 1: ONE ACCLAIM PLAZA CITY: GLEN COVE STATE: NY ZIP: 11542 BUSINESS PHONE: 5169222400 MAIL ADDRESS: STREET 1: OEN ACCLAIM PALZA CITY: GLEN COVEY STATE: NY ZIP: 11542 FORMER COMPANY: FORMER CONFORMED NAME: GAMMA CAPITAL CORP DATE OF NAME CHANGE: 19880608 8-A12G 1 REGISTRATION OF CERTAIN SECURITIES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ========== FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Acclaim Entertainment, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 38-2698904 (State of Incorporation or Organization) (I.R.S. Employer Identification no.) One Acclaim Plaza Glen Cove, New York 11542 (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of pursuant to Section 12(b) of the securities pursuant to Section Exchange Act and is effective pursuant 12(g) of the Exchange Act and is to General Instruction A.(c), please effective pursuant to General check the following box. / / Instruction A.(d), please check the following box. /x/ Securities Act registration file number to which this form relates: 333-23943 ------------------- (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ - ------------------------------------- ----------------------------------- - ------------------------------------- ----------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: $50,000,000 aggregate principal amount of 10% Convertible Subordinated Notes due 2002 - -------------------------------------------------------------------------------- (Title of Class) - -------------------------------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered Reference is made to the description of the Registrant's 10% Convertible Subordinated Notes, due 2002 (the "Notes"), under the caption "Item 5. Other Events" in the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 1997 (File No.0-16986) (the "Note Description 8K"). Item 2. Exhibits 4.1 Specimen form of the Notes (incorporated by reference to Exhibit 4.1 to the Note Description 8K). 4.2 Indenture, dated as of February 27, 1997, between Acclaim Entertainment, Inc. and IBJ Schroder Bank & Trust Company, as Trustee (incorporated by reference to Exhibit 4.2 to the Note Description 8-K). 20 Note Description 8K. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Acclaim Entertainment, Inc. Registrant Date: September 17, 1997 By J. Mark Hattendorf ------------------------------ J. Mark Hattendorf Executive Vice President and Chief Financial and Accounting Officer EX-20 2 NOTE DESCRIPTION 8K 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) February 26, 1997 ACCLAIM ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-16-986 38-2698904 (Commission File Number) (IRS Employer Identification Number) One Acclaim Plaza, Glen Cove, New York 11542 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (516) 656-5000 ITEM 5. OTHER EVENTS On February 26, 1997, Acclaim Entertainment, Inc., a Delaware corporation (the "Registrant"), completed a private placement of its 10% Convertible Subordinated Notes due 2002 (the "Notes"), in the aggregate principal amount of $50 million. The Notes are unsecured, and are convertible into shares of the Registrant's common stock, $.02 par value per share (the "Common Stock") at any time after 60 days following the date of initial issuance and prior to maturity, unless previously redeemed, at an initial conversion price of $5.18 per share, subject to anti-dilution adjustment under certain conditions. The Notes were issued under an Indenture, dated as of February 26, 1997, between the Company and IBJ Schroder Bank & Trust Company, as Trustee (the "Trustee"). The Trustee will also serve as Conversion Agent and Paying Agent in respect of the Notes. All terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture. The Notes are unsecured subordinated obligations of the Company, are limited to an aggregate principal amount of $50,000,000 and will mature on March 1, 2002. The Notes are redeemable, in whole or in part, at the option of the Registrant at any time on or after March 1, 2000, at the redemption prices (expressed as a percentage of the principal amount) set forth below for the 12-month period beginning March 1 of the years indicated: 2000..................................... 104.00% 2001..................................... 102.00% and at maturity at 100% of principal, together in the case of any such redemption with accrued interest to the redemption date. If a Repurchase Event occurs, each Holder of the Notes will have the right, subject to certain conditions and restrictions, to require the Registrant to repurchase all outstanding Notes, in whole or in part, owned by such Holder at 100% of their principal amount plus accrued interest, if any, to the date of repurchase. The occurrence of a Repurchase Event is an event of default under the Registrant's main credit facility with its lead senior lender, BNY Financial Corporation. The Notes are subordinated to all existing and future Senior Indebtedness of the Registrant and will be effectively subordinated to all indebtedness and other liabilities of the Registrant's subsidiaries. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibits: 4.1 Specimen Form of the Notes. 4.2 Indenture, dated as of February 26, 1997, between Acclaim Entertainment, Inc. and IBJ Schroder Bank & Trust Company, as Trustee. 99 Press release of Acclaim Entertainment, Inc. dated February 28, 1997. 3 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 thereunto duly authorized. ACCLAIM ENTERTAINMENT, INC. By /s/ J. Mark Hattendorf ----------------------------------- Name: J. Mark Hattendorf Title: Executive Vice President and Chief Financial and Accounting Officer Dated: March 14, 1997 4 -----END PRIVACY-ENHANCED MESSAGE-----