-----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, Dpb8W3VhuZ7mkooa2WA7IhnmM6WuTLDTptLgNHchan1mPVGgSQFS6bLHqHkqzNK2 0obZDPBGrbulZzDwwEaBNw== 0000947871-06-000733.txt : 20060418 0000947871-06-000733.hdr.sgml : 20060418 20060418124102 ACCESSION NUMBER: 0000947871-06-000733 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060418 DATE AS OF CHANGE: 20060418 GROUP MEMBERS: ATARI, INC. GROUP MEMBERS: CALIFORNIA U.S. HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATARI INC CENTRAL INDEX KEY: 0001002607 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133689915 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47017 FILM NUMBER: 06764147 BUSINESS ADDRESS: STREET 1: 417 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2127266500 MAIL ADDRESS: STREET 1: 417 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: INFOGRAMES INC DATE OF NAME CHANGE: 20000511 FORMER COMPANY: FORMER CONFORMED NAME: GT INTERACTIVE SOFTWARE CORP DATE OF NAME CHANGE: 19951023 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFOGRAMES ENTERTAINMENT SA CENTRAL INDEX KEY: 0001100953 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 82-84, RUE DU LER MARS 1943 STREET 2: FRANCE CITY: FRANCE STATE: A1 ZIP: 00000 MAIL ADDRESS: STREET 1: 82-84, RUE DU LER MARS 1943 STREET 2: FRANCE CITY: FRANCE STATE: A1 ZIP: 00000 SC 13D/A 1 sc13da_041406-atari.txt SCHEDULE 13D (AMENDMENT NO. 11) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549, U.S.A. SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 11) ATARI, INC. ----------- (F/K/A INFOGRAMES, INC., F/K/A GT INTERACTIVE SOFTWARE CORP.) (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 04651M 10 5 ----------- (CUSIP Number) Frederic Monnereau Infogrames Entertainment SA 1 place Verrazzano 69252 Lyon Cedex 09 France +33 (0) 4 37 64 30 00 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 5, 2006 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. Schedule 13D
- --------- --------------------------------------------------------- ---------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION INFOGRAMES NO. OF ABOVE PERSON ENTERTAINMENT SA - --------- --------------------------------------------------------- ---------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (SEE INSTRUCTIONS) (b) [ ] - --------- --------------------------------------------------------- ---------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------- ---------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - --------- --------------------------------------------------------- ---------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(d) to 2(e) - --------- --------------------------------------------------------- ---------------------------- 6 CITIZENSHIP OF PLACE OF ORGANIZATION FRANCE - ------------------------------------------------------------------- ---------------------------- 7 SOLE VOTING POWER 69,262,447(1) Number of shares ----- ----------------------------------- ---------------------------- beneficially owned 8 SHARED VOTING POWER 260,000(2) by each reporting ----- ----------------------------------- ---------------------------- person with 9 SOLE DISPOSITIVE POWER 69,262,447(3) ----- ----------------------------------- ---------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------- --------------------------------------------------------- ---------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,522,447(4) - --------- --------------------------------------------------------- ---------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - --------- --------------------------------------------------------- ---------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.6%(5) - --------- --------------------------------------------------------- ---------------------------- 14 TYPE OF REPORTING PERSON CO - --------- --------------------------------------------------------- ----------------------------
- -------------------- (1) Represents 69,262,447 shares of Common Stock (the "CUSH Owned Shares") directly held by California U.S. Holdings, Inc., a wholly-owned subsidiary of Infogrames, following the transfer by Infogrames of 9,010,663 shares of Common Stock of the Company to CUSH on April 5, 2006. (2) Represents a proxy for the vote of 260,000 shares of Common Stock (the "Cayre Director Proxy Shares") held by the Cayre family. (3) Represents the CUSH Owned Shares. (4) Includes (i) CUSH Owned Shares and (ii) the Cayre Director Proxy Shares. (5) Based on 134,755,992 shares of the Company's Common Stock outstanding as of February 21, 2006.
- --------- --------------------------------------------------------- ---------------------------- 1 NAME OF REPORTING PERSON CALIFORNIA U.S. HOLDINGS, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - --------- --------------------------------------------------------- --------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (SEE INSTRUCTIONS) (b) [ ] - --------- --------------------------------------------------------- --------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------- --------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - --------- --------------------------------------------------------- --------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(d) to 2(e) - --------- --------------------------------------------------------- --------------------------- 6 CITIZENSHIP OF PLACE OF ORGANIZATION CALIFORNIA - ------------------------- ------ ---------------------------------- --------------------------- 7 SOLE VOTING POWER 69,262,447(6) Number of shares ------ ---------------------------------- --------------------------- beneficially owned 8 SHARED VOTING POWER 260,000(7) by each reporting ------ ---------------------------------- --------------------------- person with 9 SOLE DISPOSITIVE POWER 69,262,447(8) ------ ---------------------------------- --------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------- --------------------------------------------------------- --------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 69,522,447(9) REPORTING PERSON - --------- --------------------------------------------------------- --------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - --------- --------------------------------------------------------- --------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.6%(10) - --------- --------------------------------------------------------- --------------------------- 14 TYPE OF REPORTING PERSON CO - --------- --------------------------------------------------------- ---------------------------
- -------------------- (6) Represents the 69,262,447 CUSH Owned Shares, following the transfer by Infogrames of 9,010,663 shares of Common Stock of the Company to CUSH on April 5, 2006. (7) Represents the 260,000 Cayre Director Proxy Shares. (8) Represents the 69,262,447 CUSH Owned Shares. (9) Includes (i) CUSH Owned Shares and (ii) the Cayre Director Proxy Shares. (10) Based on 134,755,992 shares of the Company's Common Stock outstanding as of February 21, 2006. This Amendment No. 11 ("Amendment No. 11") to the Schedule 13D filed on December 14, 1999, as amended by Amendment No. 1 filed with the Securities Exchange Commission (the "SEC") on January 10, 2000, as amended and restated by Amendment No. 2 filed with the SEC on May 26, 2000, as amended by Amendment No. 3 filed with the SEC on October 4, 2000, as amended by Amendment No. 4 filed with the SEC on January 8, 2001, as amended by Amendment No. 5 filed with the SEC on September 24, 2003, as amended by Amendment No. 6 filed with the SEC on February 24, 2004, as amended by Amendment No. 7 filed with the SEC on June 18, 2004, as amended by Amendment No. 8 filed with the SEC on January 14, 2005, as amended by Amendment No. 9 filed with the SEC on January 18, 2005 and as amended by Amendment No. 10 filed with the SEC on September 22, 2005 (as so amended, the "Schedule 13D"), is filed by the undersigned to further amend the Schedule 13D. The Schedule 13D is filed with respect to the common stock, par value $.01 per share (the "Common Stock") of Atari, Inc. (formerly known as Infogrames, Inc., formerly known as GT Interactive Software Corp.), a Delaware corporation (the "Company"). The address of the principal executive offices of Atari, Inc. is 417 Fifth Avenue, New York, NY 10016. Capitalized terms used and not defined in this Amendment No. 11 shall have the meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Schedule 13D. Item 2. Identity and Background. This item is hereby amended and restated in its entirety to read as follows: (a) Infogrames Entertainment SA ("Infogrames") and California U.S. Holdings, Inc., a wholly-owned subsidiary of Infogrames (previously the Schedule 13D "Purchaser" and henceforth "CUSH", and together with Infogrames, the "Filing Persons"). (b) The address of the principal office of Infogrames is 1, place Verrazzano, 69252 Lyon Cedex 09 France. The address of the principal office of CUSH is c/o Atari, Inc. 417 Fifth Avenue, New York, NY 10016. (c) The principal business activities of the Filing Persons is the holding of equity interests in companies engaged in the business of development and distribution of computer software. (d) During the past five years, neither Filing Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Filing Person is, nor, during the last five years, was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws as a result of a civil proceeding before a judicial or administrative body of competent jurisdiction nor has any such judicial or administrative body found either Filing Person was in violation of such laws. (f) Infogrames is a societe anonyme organized under the laws of France. CUSH is a California corporation. Set forth on Exhibit 1 to this Statement, and incorporated herein by reference, is the name, residence or business address, present principal occupation or employment, and citizenship, of each executive officer and director of the Filing Persons, and the name of any corporation or other organization in which such occupation or employment is conducted, together with the principal business and address of any such corporation or organization other than Infogrames or CUSH, as the case may be, for which such information is set forth. To the best of the Filing Persons' knowledge, none of the Filing Persons' directors or executive officers, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding before a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 4. Purpose of the Transaction Item 4 is amended to add the following paragraph: On April 5, 2006, in connection with an undertaking by CUSH to pledge 7,000,000 ordinary shares of Common Stock of the Company, for the benefit of certain creditors of Infogrames, an agreement was executed whereby: (i) Atari Interactive, Inc. ("Interactive"), a wholly-owned subsidiary of Infogrames, transferred 2,000,000 ordinary shares of Common Stock of the Company to Infogrames, entitling Infogrames to set off and reduce a loan granted by Infogrames to Interactive, and (ii) subsequent to the transfer by Interactive to Infogrames, Infogrames transferred 9,010,663 ordinary shares of Common Stock of the Company to CUSH, entitling CUSH to set off and reduce a loan granted by CUSH to Infogrames. Item 5. Interest in Securities of the Issuer Item 5 is amended to add the following statements to each of the following paragraphs: (a) The responses of the Filing Persons to Rows (11) through (13) of the cover pages of this Statement are incorporated herein by reference. The calculation of the following percentages is based on the number of shares of Common Stock disclosed as outstanding as of February 21, 2006, as reported by the Company in its quarterly report on Form 10-Q for the quarter ended December 31, 2005 as filed with the Securities & Exchange Commission on February 22, 2006. Following the transfers on April 5, 2006 by Interactive of 2,000,000 shares of the Company to Infogrames and the subsequent transfer by Infogrames of 9,010,663 shares of the Company, CUSH is the beneficial owner of 69,522,447 shares of Common Stock, which includes the 60,251,784 shares of Common Stock directly held by CUSH before the transfer from Infogrames, the 9,010,663 shares of Common Stock transferred to CUSH from Infogrames and the 260,000 Cayre Director Proxy Shares, which are subject to a proxy in favor of CUSH for the election and removal of directors pursuant to the Cayre Purchase Agreements. Based upon 134,755,992 shares of the Company's outstanding Common Stock, such Common Stock represents 51.6% of the outstanding shares of the Company. Infogrames is the beneficial owner of 69,522,447 shares of Common Stock by virtue of its ownership of 100% of the capital stock of CUSH, such Common Stock representing 51.6% of the outstanding shares of the Company. Except as disclosed in this Item 5(a), none of the Filing Persons nor, to the best of their knowledge, any of the persons listed on Exhibit 1 to this Statement beneficially owns any Shares or has the right to acquire any Shares. (b) The responses of the Filing Persons to (i) Rows (7) through (10) of the cover pages of this Statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference. Except as disclosed in this Item 5(b), none of the Filing Persons nor, to the best of their knowledge, any of the persons listed on Exhibit 1 to this Statement presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Shares which they may be deemed to beneficially own. (c) The responses of the Filing Persons to Item 4 hereof are incorporated herein by reference. Except as disclosed in this Statement, none of the Filing Persons nor, to the best of their knowledge, any of the persons listed on Exhibit 1 to this Statement has effected any transaction in the Shares during the past 60 days. (d) To the best knowledge of the Filing Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Filing Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is amended to add the following paragraph: Pursuant to an Agreement Regarding Transfer of Shares, executed on April 5, 2006, by and among Infogrames, Interactive and CUSH: (i) Interactive transferred 2,000,000 ordinary shares of Common Stock of the Company to Infogrames, entitling Infogrames to set off and reduce a loan granted by Infogrames to Interactive; and (ii) subsequent to the transfer by Interactive to Infogrames, Infogrames transferred 9,010,663 ordinary shares of Common Stock of the Company to CUSH, entitling CUSH to set off and reduce a loan granted by CUSH to Infogrames. As a result of the transfers, Interactive and Infogrames no longer have any direct holdings in the Common Stock of the Company and CUSH holds directly 69,262,447 ordinary shares of Common Stock of the Company. The transfers were made in connection with an undertaking by CUSH to pledge 7,000,000 ordinary shares of Common Stock of the Company for the benefit of certain creditors of Infogrames. Item 7. Materials to Be Filed as Exhibits Exhibit 1 Chart Regarding Executive Officers and Directors of Filing Persons.* Exhibit 2 Joint Filing Agreement between the Filing Persons. (Filed on 12/14/1999 as Exhibit 2 to Schedule 13D and incorporated herein by reference.) Exhibit 3 Securities Purchase Agreement, dated as of November 15, 1999, among the Company and the Filing Persons. (Filed on 12/14/1999 as Exhibit 3 to Schedule 13D and incorporated herein by reference.) Exhibit 4 Short Term Note of the Company in the Principal Amount of $25.0 million. (Filed on 12/14/1999 as Exhibit 4 to Schedule 13D and incorporated herein by reference.) Exhibit 5 Warrant to Purchase 50,000 shares of Common Stock, issued to CUSH. (Filed on 12/14/1999 as Exhibit 5 to Schedule 13D and incorporated herein by reference.) Exhibit 6 5% Subordinated Convertible Note of the Company, issued to CUSH. (Filed on 1/10/2000 as Exhibit 6 to Amendment No. 1 to Schedule 13D and incorporated herein by reference.) Exhibit 7 Equity Purchase and Voting Agreement, dated as of November 15, 1999, among the Filing Persons and the GAP Entities. (Filed on 12/14/1999 as Exhibit 8 to Schedule 13D and incorporated herein by reference.) Exhibit 8 Form of GAP Warrant. (Filed on 12/14/1999 as Exhibit 9 to Schedule 13D and incorporated herein by reference.) Exhibit 9 Exchange Agreement, dated as of November 15, 1999, among the Company and the GAP Entities. (Filed on 12/14/1999 as Exhibit 10 to Schedule 13D and incorporated herein by reference.) Exhibit 10 Form of Equity Purchase and Voting Agreements, dated as of November 15, 1999, among the Filing Persons and the members of the Cayre Group. (Filed on 12/14/1999 as Exhibit 11A to Schedule 13D and incorporated herein by reference.) Exhibit 11 Note Purchase Agreement, dated as of November 15, 1999, between certain members of the Cayre Group and CUSH. (Filed on 12/14/1999 as Exhibit 11B to Schedule 13D and incorporated herein by reference.) Exhibit 12 Right of First Offer Agreement, dated as of November 15, 1999, among CUSH and the Lenders. (Filed on 12/14/1999 as Exhibit 13 to Schedule 13D and incorporated herein by reference.) Exhibit 13 Supplemental Agreement, dated May 19, 2000, between Edmondson, Ward and Infogrames. (Filed on 10/04/2000 as Exhibit 13 to Amendment No. 3 and incorporated herein by reference.) Exhibit 14 Warrant Agreement, dated as of February 15, 2000, among the Company and CUSH, and Warrant to Purchase 45,000 shares of Common Stock (225,000 shares before Reverse Stock Split), issued to CUSH. (Filed on 10/04/2000 as Exhibit 14 to Amendment No. 3 and incorporated herein by reference.) Exhibit 15 Second Amended and Restated Registration Rights Agreement, dated as of October 2, 2000, between CUSH and the Company. (Filed on 10/04/2000 as Exhibit 15 to Amendment No. 3 and incorporated herein by reference.) Exhibit 16 Agreement and Plan of Merger, dated as of September 6, 2000, by and among the Company, Merger Sub, Infogrames, CUSH and INA. (Filed by the Company on 09/12/00 as Exhibit A to its Proxy Statement on Schedule 14C and incorporated herein by reference.) Exhibit 17 Stock Purchase and Exchange Agreement, dated December 28, 2001, among Infogrames and the Sellers. (Filed on 01/04/2001 as Exhibit 16 to Amendment No. 4 and incorporated herein by reference.) Exhibit 18 Convertible Subordinated Note issued by the Company to Infogrames, on December 28, 2001, in a principal amount of $40,812,000. (Filed on 01/04/2001 as Exhibit 17 to Amendment No. 4 and incorporated herein by reference.) Exhibit 19 Convertible Subordinated Note issued by the Company to Infogrames, on December 28, 2001, in a principal amount of $9,188,000. (Filed on 01/04/2001 as Exhibit 18 to Amendment No. 4 and incorporated herein by reference.) Exhibit 20 Trademark License Agreement, dated as of September 4, 2003, among Infogrames, Atari Interactive and the Company. (Filed by the Company on 09/05/03 as Exhibit 10.71 to its Registration Statement on Form S-2 and incorporated herein by reference.) Exhibit 21 Agreement Regarding Satisfaction of Debt and License Amendment, dated as of September 4, 2003, among CUSH, Infogrames and the Company. (Filed by the Company on 09/18/03 as Exhibit 10.70 to its Registration Statement on Form S-2 and incorporated herein by reference.) Exhibit 22 Underwriting Agreement, dated September 18, 2003, among the Company, Infogrames and UBS Securities LLC, Harris Nesbitt Gerard, Inc., and SoundView Technology Corporation, as Managing Underwriters. (Filed by the Company on 09/18/03 as Exhibit 1 to its Registration Statement on Form S-2 and incorporated herein by reference.) Exhibit 23 ISDA Master Agreement, dated June 11, 2004, between CUSH and Nexgen. (Filed on 6/18/2004 as Exhibit 23 to Amendment 7 and incorporated herein by reference.) Exhibit 24 Transaction Confirmation, dated June 11, 2004, between CUSH and Nexgen, as amended on June 15, 2004. (Filed on 6/18/2004 as Exhibit 24 to Amendment 7 and incorporated herein by reference.) Exhibit 25 Amendment, dated June 15, 2004, to Transaction Confirmation, dated June 11, 2004, between CUSH and Nexgen. (Filed on 6/18/2004 as Exhibit 25 to Amendment 7 and incorporated herein by reference.) Exhibit 26 Registration Rights Agreement, dated June 11, 2004, between CUSH and Nexgen. (Filed on 6/18/2004 as Exhibit 26 to Amendment 7 and incorporated herein by reference.) Exhibit 99.1 Letter Agreement, dated October 28, 2004, between CUSH and Nexgen amending the Transaction Confirmation. (Filed on 1/14/2005 as Exhibit 99.1 to Schedule 13D to Amendment No. 8 and incorporated herein by reference.) Exhibit 99.2 Letter Agreement, dated December 21, 2004, between CUSH and Nexgen relating to the Termination of the Transaction. (Filed on 1/14/2005 as Exhibit 99.2 to Schedule 13D to Amendment No. 8 and incorporated herein by reference.) Exhibit 99.3 Form of Letter Purchase Agreement, dated January 13, 2005, between CUSH and each purchaser relating to the sale of 11,000,000 shares. (Filed on 1/18/2005 as Exhibit 99.3 to Schedule 13D to Amendment No. 9 and incorporated herein by reference.) Exhibit 99.4 Letter Agreement, dated January 7, 2005, between CUSH and Wedbush Morgan Securities Inc. ("WMS"), relating to WMS's appointment as agent of CUSH in the sale of shares. (Filed on 1/18/2005 as Exhibit 99.4 to Schedule 13D to Amendment No. 9 and incorporated herein by reference.) Exhibit 99.5 Agreement Regarding Issuance of Shares, dated September 15, 2005 between Infogrames Entertainment S.A. and Atari, Inc. (Filed on 9/22/2005 as Exhibit 99.5 to Schedule 13D to Amendment No. 10 and incorporated herein by reference.) Exhibit 99.6 GT Interactive UK Settlement of Indebtedness Agreement, dated September 15, 2005 between Atari UK, Infogrames and all of its subsidiaries and Atari, Inc. (Filed on 9/22/2005 as Exhibit 99.6 to Schedule 13D to Amendment No. 10 and incorporated herein by reference.) Exhibit 99.7 Agreement Regarding Transfer of Shares, dated April 5, 2006 among Infogrames Entertainment S.A., Atari Interactive, Inc. and California U.S. Holdings, Inc.* - ------------------ * Filed with this Amendment. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 18, 2006 By: INFOGRAMES ENTERTAINMENT SA By: /s/ Thomas Schmider ---------------------------------------- Thomas Schmider Deputy Chief Operating Officer Dated: April 18, 2006 By: CALIFORNIA U.S. HOLDINGS, INC. By: /s/ Thomas Schmider ---------------------------------------- Thomas Schmider Director EX-1 2 ex1.txt COMMENT: CHART Exhibit 1
CHART REGARDING EXECUTIVE OFFICERS AND DIRECTORS OF FILING PERSONS Name Director (D) and/or Citizenship / Principal Occupation or Executive Officer (EO) of Jurisdiction of Employment Infogrames (I) and/or Organization CUSH (C) - ---------------------------------------------------------------------------------------------------------------- Bruno Bonnell I (D) (EO) France Chief Executive Officer of C (D) Infogrames Evence-Charles Coppee I (D) (EO) Belgium Deputy Chief Operating Officer, Administration and Finance of Infogrames Jean-Michel Perbet I (D) (EO) France Deputy Chief Operating Officer, Marketing and Distribution of Infogrames Thomas Schmider I (EO) France Deputy Chief Operating Officer of Infogrames; Chairman and C (D) (EO) Chief Executive Officer of CUSH Christophe Sapet I (D) France Director Claude De Saint Vincent I (D) France Director Dominique D'Hinnin I (D) France Director - Audit Committee Chairman Benoit Regnault de I (D) France Advisor Maulmin Frederic Chesnais C (D) (EO) France Chief Finance Officer of CUSH
Name Principal Business Address - -------------------------------------------------------------------------------------------- Bruno Bonnell Development and Infogrames Entertainment S.A. Distribution of Computer 1, Place Verrazzano 69252 Software Cedex 09 Lyon France Evence-Charles Coppee Development and Infogrames Entertainment S.A. Distribution of Computer 1, Place Verrazzano 69252 Software Cedex 09 Lyon France Jean-Michel Perbet Development and Infogrames Entertainment S.A. Distribution of Computer 1, Place Verrazzano 69252 Software Cedex 09 Lyon France Thomas Schmider Development and California U.S. Holdings, Inc. Distribution of Computer c/o Atari, Inc. Software 417 Fifth Avenue New York, NY 10016 Christophe Sapet Development and Infogrames Entertainment S.A. Distribution of Computer 1, Place Verrazzano 69252 Software Cedex 09 Lyon France Claude De Saint Vincent Development and Infogrames Entertainment S.A. Distribution of Computer 1, Place Verrazzano 69252 Software Cedex 09 Lyon France Dominique D'Hinnin Development and Infogrames Entertainment S.A. Distribution of Computer 1, Place Verrazzano 69252 Software Cedex 09 Lyon France Benoit Regnault de Development and Infogrames Entertainment S.A. Maulmin Distribution of Computer 1, Place Verrazzano 69252 Software Cedex 09 Lyon France Frederic Chesnais Development and California U.S. Holdings, Inc. Distribution of Computer c/o Atari, Inc. Software 417 Fifth Avenue New York, NY 10016
EX-99.7 3 ex99-7.txt AGREEMENT EXHIBIT 99.7 AGREEMENT (this "Agreement"), dated as of April 5, 2006, is by and among INFOGRAMES ENTERTAINMENT S.A., a French corporation ("IESA"), ATARI INTERACTIVE, INC., a Delaware corporation ("Interactive") and, CALIFORNIA U.S. HOLDINGS, INC. a California corporation (the "Company"). WITNESSETH WHEREAS, IESA is the parent company of the ATARI group and holds directly 7,010,663 ordinary shares of common stock of Atari, Inc., a Delaware corporation listed on NASDAQ; and WHEREAS, the Company and Interactive are wholly-owned subsidiaries of IESA and hold, respectively, 60,251,784 and 2,000,000 ordinary shares of common stock of Atari, Inc.; and WHEREAS, in connection with the undertaking by the Company to pledge 7,000,000 ordinary shares of common stock of Atari, Inc. for the benefit of certain creditors of IESA, Interactive wishes to transfer to IESA its entire equity interest in Atari, Inc. and IESA wishes to subsequently transfer to the Company its entire equity interest in Atari, Inc.; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows: 1. Transfer of Shares by Interactive. (a) Interactive hereby transfers to IESA free of liens and encumbrances 2,000,000 ordinary shares of common stock of Atari, Inc., having a market value of USD1,280,000 as of March 31, 2006 based on the closing price of Atari, Inc. common stock of USD0.64 per share on the NASDAQ National Market on that date (the "Interactive Shares"); (b) Interactive hereby acknowledges and agrees that IESA made a loan to Interactive (the "Interactive Loan") of which to USD103,701,844 in principal amount was outstanding as of December 31, 2005 and that, upon delivery of the Interactive Shares, IESA shall be entitled to set off and, therefore, reduce the principal amount owing on the Interactive Loan, in an amount of USD1,280,000. 2. Transfer of Shares by IESA. (a) Subject to the delivery by Interactive of the Interactive Shares, IESA hereby transfers to the Company free of liens and encumbrances 9,010,663 ordinary shares of common stock of Atari, Inc., having a market value of USD5,766,824.32 as of March 31, 2006 based on the closing price for Atari, Inc. stock of USD0.64 per share on the NASDAQ National Market on that date (together with the Interactive Shares, the "IESA Shares"); (b) IESA hereby acknowledges and agrees that the Company made a loan to IESA (the "IESA Loan") of which USD18,134,699 in principal amount was outstanding as of December 31, 2005 and that, upon delivery of the IESA Shares, the Company shall be entitled to set off and, therefore, reduce the IESA Loan, by the amount of USD5,766,824.32. (c) Consequently, as of the date hereof and upon execution of this Agreement, the Company shall hold directly 69,262,447 ordinary shares of common stock of Atari, Inc. (d) The parties agree to take such further actions and execute such further documents, if any, as may be reasonably required for an effective transfer of the IESA Shares. 3. General Provisions. (a) This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire agreement among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or understandings with respect thereto. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly therein without giving effect to the principles of conflict of laws. (c) The provisions of this Agreement may not be waived, modified or amended without the written consent of each of the parties hereto. (d) This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Delivery of an executed counterpart of a signature page to the Agreement by telecopy shall be effective as delivery of an original executed counterpart of this Agreement. IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first written above. INFOGRAMES ENTERTAINMENT S.A. By: /s/ Bruno Bonnell ------------------------- Name: Bruno Bonnell Title: Chief Executive Officer CALIFORNIA U.S. HOLDINGS, INC. By: /s/ Frederic Chesnais ------------------------- Name: Frederic Chesnais Title: Chief Finance Officer INFOGRAMES INTERACTIVE, INC. By: /s/ Thomas Schmider ------------------------- Name: Thomas Schmider Title: -----END PRIVACY-ENHANCED MESSAGE-----