-----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, AwWa7lxovyW5gXY+KmqCAaCxoiRUtVTTLqUp0Qrq8JmrsxJF5sJrCQqIWgkkgo6X lhL5/0x37uwAxQIBU/6uoQ== 0000950005-03-000588.txt : 20030514 0000950005-03-000588.hdr.sgml : 20030514 20030513193014 ACCESSION NUMBER: 0000950005-03-000588 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030513 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3DO CO CENTRAL INDEX KEY: 0000898441 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943177293 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21336 FILM NUMBER: 03696739 BUSINESS ADDRESS: STREET 1: 200 CARDINAL WAY CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6502613000 MAIL ADDRESS: STREET 1: 200 CARDINAL WAY CITY: REDWOOD CITY STATE: CA ZIP: 94063 8-K 1 p17100_8-k.txt CURRENT REPORT 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): May 13, 2003 THE 3DO COMPANY (Exact name of Registrant as specified in its charter) Delaware 000-21336 94-3177293 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or organization) Identification Number) 200 Cardinal Way Redwood City, CA 94063 (Address of principal executive offices including Zip Code) (650) 385-3000 (Registrant's telephone number, including area code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statement Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits. ---------------- ---------------------------------------------------------- Number Exhibit ---------------- ---------------------------------------------------------- 99.1 Press Release dated May 13, 2003 of The 3DO Company ---------------- ---------------------------------------------------------- Item 9. Regulation FD Disclosure (Item 12, Disclosure of Results of Operations and Financial Condition) In accordance with Securities and Exchange Commission Release No. 33-8216, the following information, which is intended to be furnished under "Item 12. Results of Operations and Financial Condition", is instead being furnished under "Item 9. Regulation FD Disclosure". On May 13, 2003, the Company issued a press release regarding strategic options and expected revenue for the quarter ended March 31, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Form 8-K and the Exhibit attached hereto shall be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall be deemed incorporated by reference in any applicable filing under the Securities Act of 1933, as amended, or the Exchange Act.. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 13, 2003 THE 3DO COMPANY By: /s/ David Wittenkamp ----------------------------- David Wittenkamp Chief Finance Officer 3 EXHIBIT INDEX --------------- ---------------------------------------------------------- Number Exhibit --------------- ---------------------------------------------------------- 99.1 Press Release dated May 13, 2003 of The 3DO Company --------------- ---------------------------------------------------------- EX-99.1 3 p17100_ex99-1.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christina Hees The 3DO Company (650) 385.3000 christina.hees@3do.com THE 3DO COMPANY CONSIDERS STRATEGIC OPTIONS March Revenues Lower Than Expected REDWOOD CITY, CA (May 13, 2003) -- The 3DO Company (Nasdaq: THDO) announced today that it is evaluating its strategic options in light of continuing adverse economic conditions that have reduced revenues and access to capital. Net revenues for the quarter ended March 31, 2003 were below expectations at approximately $10.0 million. Full results for the quarter and the fiscal year are expected to be released in June. "Market conditions for us appeared to take a turn for the worse when the war with Iraq began," said Chairman and CEO Trip Hawkins. "In recent weeks sales of our products have not picked up as we had hoped, which is preventing us from being able to fully utilize our new credit facility." As a result, the Company has taken measures to reduce spending, including providing notice to a significant minority of its workforce pursuant to the WARN Act, which requires advance notification of a reduction in force involving at least 50 employees. The Company is considering all of its strategic options, including raising additional capital, licensing overseas and other publishing rights to its games, and merging with other companies. The Company is holding a stockholders' meeting later this month to vote on the proposed issuance of common stock and warrants to Mr. Hawkins in connection with the cancellation of $3.0 million of debt held by him. Details regarding this transaction are on file with the Securities and Exchange Commission. The original intention of this Exhibit 99.1 proposed transaction was to maintain compliance with Nasdaq's minimum stockholders' equity requirement. However, there can be no assurance that this transaction will be sufficient to achieve or to maintain Nasdaq compliance in the future. New products from The 3DO Company will be on display this week at E3, the industry's major annual trade show. New titles including The Four Horsemen of the Apocalypse(TM) and Street Racing Syndicate(TM) have recently been receiving high praise in previews from several gaming publications and will make their public debut at E3. About The 3DO Company The 3DO Company, headquartered in Redwood City, Calif., develops, publishes and distributes interactive entertainment software for personal computers, the Internet, and advanced entertainment systems such as the PlayStation(R)2 computer entertainment system, the Xbox(TM) video game system from Microsoft, and the Nintendo GameCube(TM) and Game Boy(R) Advance systems. More information about The 3DO Company and 3DO products can be found on the Internet at www.3do.com. The statements contained in this release that are not historical facts are "forward-looking statements" that are subject to risks and uncertainties. Actual results may vary. Factors that could cause the Company's results to differ materially include, without limitation, the timely development and release of the Company's products and recognition of revenues, the popularity of the Company's brands, the discontinuance of development projects, unanticipated expenses, the need for additional capital, potential delisting from the Nasdaq National Market, and the consequences of competitive factors in the marketplace. The Company has not entered into any definitive agreements regarding potential strategic options. There can be no assurance that the Company will be able to complete any such transaction or on acceptable terms. Results for the quarter and fiscal year ended March 31, 2003 are subject to additional internal review and review by the Company's independent auditors. The issuance of common stock and warrants to Mr. Hawkins for cancellation of $3.0 million of debt requires stockholder approval and no assurances can be made that such approval will be obtained or that the Company will not be delisted from the Nasdaq National Market. Further information on potential factors which could affect such forward-looking statements and the Company's financial results are described in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2002, and the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2002, September 30, 2002, and June 30, 2002. The Company disclaims any obligation to update any forward-looking statement to reflect events or circumstances occurring after the date hereof. # # # 3DO, Street Racing Syndicate, The Four Horsemen of the Apocalypse, and their respective logos, are trademarks or registered trademarks of The 3DO Company in the U.S. and other countries. "PlayStation" and the "PS" Family logo are registered trademarks of Sony Computer Entertainment Inc. (TM), (R), Game Boy Advance and the Nintendo GameCube logo are trademarks of Nintendo. (C) 2001 Nintendo. Xbox is a trademark of Microsoft Corporation in the United States and/or other countries. All other trademarks belong to their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----