-----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, IkNaQCSd2sb8Duo6/JHSNY+Oqrq70vxJL0Gd3lNQRXjfX6EFd+hjXA/9WF4jjRro r1ZMSITeaSwr506OJ6TPww== 0001170918-06-001057.txt : 20061120 0001170918-06-001057.hdr.sgml : 20061120 20061120171533 ACCESSION NUMBER: 0001170918-06-001057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061002 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24363 FILM NUMBER: 061230728 BUSINESS ADDRESS: STREET 1: 1682 LANGLEY AVE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 3104321958 MAIL ADDRESS: STREET 1: 1682 LANGLEY AVE CITY: IRVINE STATE: CA ZIP: 92614 8-K 1 fm8k-112006.txt 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): October 2, 2006 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 5.02 (e) DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS: ELECTION OF DIRECTORS: APPOINTMENT OF CERTAIN OFFICERS: COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On October 2, 2006 the Board of Directors of the Company approved the restructuring of certain compensatory arrangements of Herve Caen, the Chief Executive Officer and Interim Chief Financial Officer of the Company. Under the restructuring $500,000 of Mr. Caen's earned but unpaid salary was converted to a conditional demand note (such note to be exercisable only if the tangible net worth of the Company exceeds $1 million or in a case of change in control) bearing a 5% annual interest rate and issued 1,000,000 10-year warrants to purchase common stock which are immediately exercisable. The pricing of such warrants was not to be determined until 2 business days after the filing of the Company's 10Q, and on November 15, 2006 the Board determined that such warrants shall have an exercise price of $.0279. The Board of Directors also approved the conversion of $50,000 of his earned but yet unpaid director's cash compensation to a conditional demand note (such note to be exercisable only if the tangible net worth of the Company exceeds $1 million or in a case of change in control) bearing a 5% annual interest rate and issued 100,000 10-year warrants to purchase common stock which are immediately exercisable. The pricing of such warrants was not to be determined until 2 business days after the filing of the Company's 10Q, and on November 15, 2006 the Board determined that such warrants shall have an exercise price of $.0279. The Board of Directors on October 2, 2006 reduced Mr. Herve Caen's CEO/Interim CFO salary to $250,000 per year and issued 5,000,000 10-year warrants to purchase common stock which are immediately exercisable. The pricing of such warrants was not to be determined until 2 business days after the filing of the Company's 10Q, and on November 15, 2006 the Board determined that such warrants shall have an exercise price of $.0279. On October 2, 2006 the Board of Directors converted Michel Welter's $85,000 earned but unpaid director's fees to a conditional demand note (such note to be exercisable only if the tangible net worth of the Company exceeds $1 million or in a case of change in control) bearing a 5% annual interest rate and issued 170,000 10-year warrants to purchase common stock which are immediately exercisable. The pricing of such warrants was not to be determined until 2 business days after the filing of the Company's 10Q, and on November 15, 2006 the Board determined that such warrants shall have an exercise price of $.0279. On October 2, 2006 the Board of Directors converted Eric Caen's $50,000 earned but unpaid director's fees to a conditional demand note (such note to be exercisable only if the tangible net worth of the Company exceeds $1 million or in a case of change in control) bearing a 5% annual interest rate and issued 100,000 10-year warrants to purchase common stock which are immediately exercisable. The pricing of such warrants was not to be determined until 2 business days after the filing of the Company's 10Q, and on November 15, 2006 the Board determined that such warrants shall have an exercise price of $.0279. 2 On October 2, 2006 the Board of Directors issued 15,000 stock options to Michel Welter and Eric Caen for unpaid director's compensation for 2004, 2005 and 2006 tenure as directors. The pricing of such options was not to be determined until 2 business days after the filing of the Company's 10Q, and on November 15, 2006 the Board determined that such options shall have an exercise price of $.0279 and shall be exercisable consistently with the Company's common stock option plan as amended. On October 2, 2006 the Board of Directors also suspended the cash compensation for director's fees to Michel Welter, Eric Caen and Herve Caen through September 2007 and issued 20,000 options per director instead of cash compensation. The pricing of such options was not to be determined until 2 business days after the filing of the Company's 10Q, and on November 15, 2006 the Board determined that such options shall have an exercise price of $.0279 and shall be exercisable consistently with the Company's common stock option plan as amended. ITEM 8.01 OTHER EVENTS The Company entered into an agreement dated November 16, 2006 to engage a Paris-based French investment banking firm to conduct an offshore Private Placement of its common stock. The offering of newly issued shares for an amount of at least (euro) 20 million and up to (euro) 50 million in total will be reserved exclusively to non-US based accredited investors. The securities offered will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. There will be a Paris-based listing sponsor to obtain listing of such shares on the Euronext European exchange. Placement is expected to close before December 31, 2006 and proceeds will be used for general corporate purpose and the funding of the development of a Massively Multiplayer Online Game based on the Company's game Fallout. The Company does not intend to commit itself to issue more shares than are currently available under its authorized share capital. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. The following exhibit is filed herewith: EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press release issued by Interplay Entertainment Corp. dated November 20, 2006. 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 hereunto duly authorized. INTERPLAY ENTERTAINMENT CORPORORATION (Registrant) DATE: November 20, 2006 BY: /S/ HERVE CAEN ----------------------------------- Herve Caen Chief Executive Officer and Interim Chief Financial Officer 4 EX-99 2 ex99-1b.txt EX-99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Luke Haase 231.932.0400 INTERPLAY ANNOUNCES INTENT TO CONDUCT PRIVATE PLACEMENT PROCEEDS WOULD FUND MASSIVELY MULTIPLAYER ONLINE VERSION OF FALLOUT BEVERLY HILLS, CA, NOVEMBER 20, 2006 - Interplay Entertainment Corp. (IPLY.OB) today filed a Form 8-K with the SEC announcing the Company has engaged a Paris-based investment bank to conduct an offshore Private Placement of its common stock. The offering of newly issued shares for an amount of at least (euro)20 million and up to (euro)50 million in total will be reserved exclusively to non US based accredited investors. The securities offered will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. A Paris-based listing sponsor will obtain listing of such shares on the Euronext European exchange. Placement is expected to close before December 31, 2006 and proceeds will be used for general corporate purpose and the funding of the development of a Massively Multiplayer Online Game based on the Company's game Fallout. The Company does not intend to commit itself to issue more shares than are currently available under its authorized share capital. The filing also includes disclosure regarding restructuring of compensation for Chief Executive Officer Herve Caen , including a conversion of Herve Caen's earned but unpaid salary being converted to a conditional demand note. There is also disclosure relating to compensation of other board members. Commenting on the announcement, Caen said, "Having significantly reduced our debt over the past two years, we are now in an improved position to raise capital. This private placement will be another critical step toward the funding and development of our Fallout property into a Massively Multiplayer Online Game, which represents our plan for growth in the coming years." Interplay Entertainment Corp. is a developer, publisher and licensor of interactive entertainment software for both core gamers and the mass market. The Company is most widely known for its titles in the action/arcade, adventure/role playing game (RPG), and strategy/puzzle categories. Interplay has produced titles for many of the most popular interactive entertainment software platforms, and currently are focusing our publishing and distribution business by developing interactive entertainment software for the Online Massively Multiplayer market. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Statements contained in this release except for historical information are forward-looking statements that are based on current expectations and involve risks and uncertainties. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. The risks and uncertainties inherent in such statements may cause actual future events or results to differ materially and adversely from those described in the forward-looking statements. Specifically, there can be no assurance that the Company will complete a financing transaction, or any other strategic transaction on favorable terms or at all. Additional important factors that may cause a difference between projected and actual results for the Company are discussed in the Company's filings from time to time with the U.S. Securities and Exchange Commission, including but not limited to the Company's annual reports on Form 10-K, subsequent quarterly filings on Form 10-Q and current reports on Form 8-K. The Company disclaims any obligation to revise or update any forward-looking statements that may be made from time to time by it or on its behalf. - # # # - -----END PRIVACY-ENHANCED MESSAGE-----