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Atari Inc · 10-Q · For 6/30/97

Filed On 8/14/97   ·   Accession Number 950123-97-6949   ·   SEC File 0-27338

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 8/14/97  Atari Inc                         10-Q        6/30/97    5:137K                                   RR Donnelley/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      16     74K 
 2: EX-10.1     Amendment to the Credit Agreement                     13     46K 
 3: EX-10.2     Employment Agreement                                  14     70K 
 4: EX-10.3     The 1997 Stock Incentive Plan                         32     76K 
 5: EX-27.1     Financial Data Schedule                                1      6K 


10-Q   —   Quarterly Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
8Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
13Item 2. Changes in Securities
"Item 4. Submission of Matters to a Vote of Security Holders
14Item 6. Exhibits and Reports on Form 8-K
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================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 Commission File No. 0-27338 GT INTERACTIVE SOFTWARE CORP. (Exact name of registrant as specified in its charter) Delaware 13-3689915 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 16 East 40th Street, New York 10016 (Address of principal (Zip code) executive offices) Registrant's telephone number, including area code: (212) 726-6500 ---------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| As of August 1, 1997, there were 67,005,218 shares of the registrant's Common Stock outstanding. Page 1 of 16 Exhibit index begins on page 16
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GT INTERACTIVE SOFTWARE CORP. 1997 QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS Part I - Financial Information Page Item 1. Financial Statements (Unaudited): Consolidated Balance Sheets as of December 31, 1996 3 (audited) and June 30, 1997 Consolidated Statements of Income for the three months and the six months ended June 30, 1996 and 1997 4 Consolidated Statements of Cash Flows for the six months ended June 30, 1996 and 1997 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II - Other Information Item 2. Changes in Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15
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Part I. Financial Information Item 1. Financial Statements (Unaudited) GT INTERACTIVE SOFTWARE CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS [Download Table] December 31, June 30, 1996 1997 ----------- ----------- (audited) (unaudited) (in thousands) ASSETS Current assets: Cash and cash equivalents $ 71,867 $ 4,041 Short-term investments 4,717 105 Receivables, net 95,941 131,072 Inventories, net 60,457 62,334 Royalty advances 69,202 83,591 Deferred income taxes 15,283 16,325 Prepaid expenses and other current assets 6,510 10,045 -------- -------- Total current assets 323,977 307,513 Property and equipment, net 10,082 16,680 Goodwill, net 21,003 21,209 Investments 9,829 9,867 Other assets 2,220 1,494 -------- -------- Total assets $367,111 $356,763 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $107,842 $ 83,116 Accrued liabilities 52,812 41,391 Royalties payable 33,378 29,320 Deferred income 4,783 5,148 Income taxes payable 9,575 9,319 Current portion of long-term liabilities 1,334 80 Due to related party 601 909 -------- -------- Total current liabilities 210,325 169,283 Long-term debt - 23,200 Other long-term liabilities 4,648 1,972 -------- -------- Total liabilities 214,973 194,455 -------- -------- Commitments and contingencies Stockholders' equity: Common stock, $.01 par, 150,000,000 shares authorized, 67,005,218 shares issued and outstanding 664 670 Additional paid-in capital 119,033 120,470 Retained earnings 32,441 41,168 -------- -------- Total stockholders' equity 152,138 162,308 -------- -------- Total liabilities and stockholders' equity $367,111 $356,763 ======== ======== The accompanying footnotes are an integral part of these financial statements. Page 3
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GT INTERACTIVE SOFTWARE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Download Table] For the Three Months For The Six Months Ended June 30, Ended June 30, -------------------- -------------------- 1996 1997 1996 1997 --------- --------- -------- -------- (in thousands, except per share data) Net sales $73,526 $ 102,737 $144,283 $ 196,118 Cost of goods sold 41,477 60,163 82,548 118,046 Selling and distribution expenses 18,162 21,764 33,294 39,028 General and administrative expenses 7,615 11,991 14,685 22,567 Amortization of goodwill 273 283 546 631 ------- --------- -------- --------- Operating income 5,999 8,536 13,210 15,846 Interest and other income, net 884 (625) 2,252 (378) ------- --------- -------- --------- Income before income taxes 6,883 7,911 15,462 15,468 Provision for income taxes 3,381 3,442 7,567 6,545 ------- --------- -------- --------- Net income $ 3,502 $ 4,469 $ 7,895 $ 8,923 ======= ========= ======== ========= Net income per share $ 0.05 $ 0.07 $ 0.12 $ 0.13 Weighted average shares outstanding 66,145 66,779 66,145 66,587 The accompanying footnotes are an integral part of these financial statements. Page 4
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GT INTERACTIVE SOFTWARE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) [Download Table] For the Six Months Ended June 30, ------------------- 1996 1997 -------- --------- (in thousands) OPERATING ACTIVITIES: Net income $ 7,895 $ 8,923 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 1,341 2,134 Deferred income taxes (1,451) (1,042) Deferred income 115 (2,898) Changes in operating assets and liabilities: Receivables, net 20,934 (34,008) Inventories, net 3,886 (1,387) Royalty advances (19,300) (14,389) Due to related party, net (796) 309 Prepaid expenses and other current assets (2,295) (3,337) Accounts payable (21,965) (26,401) Accrued liabilities (8,752) (11,423) Royalties payable 2,079 (4,058) Income taxes payable (306) (288) Other (364) 353 -------- -------- Net cash used in operating activities (18,979) (87,512) -------- -------- INVESTING ACTIVITIES: Purchase of One Stop -- (846) Purchase of property and equipment (2,551) (7,944) Purchases of investments (2,794) (38) Sales (purchases) of short-term investments, net (142) 4,613 Proceeds from disposal of property and equipment 32 -- -------- -------- Net cash used in investing activities (5,455) (4,215) -------- -------- FINANCING ACTIVITIES: Proceeds from exercise of warrants and stock options -- 2,109 Long-term debt -- 23,200 Long-term liabilities 724 (731) -------- -------- Net cash provided by financing activities 724 24,578 -------- -------- Effect of exchange rates on cash and cash equivalents -- (677) Net decrease in cash and cash equivalents (23,710) (67,149) Cash and cash equivalents - beginning of year 84,069 71,867 -------- -------- Cash and cash equivalents - end of period $ 60,359 $ 4,041 ======== ======== The accompanying footnotes are an integral part of these financial statements. Page 5
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GT INTERACTIVE SOFTWARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - Significant Accounting Policies Basis of Presentation The accompanying interim consolidated financial statements of GT Interactive Software Corp. and Subsidiaries (the "Company") are unaudited but in the opinion of management reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim period in accordance with instructions for Form 10-Q. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. NOTE 2 - Acquisitions In June 1996, the Company acquired all of the outstanding common stock of WizardWorks Group, Inc. ("WizardWorks"), a developer and publisher of consumer software, in exchange for 2.4 million shares of the Company's common stock, par value $.01 per share ("Common Stock"). In June 1996, the Company acquired all of the outstanding common stock of Candel Inc., the parent company of FormGen Corp. ("FormGen"), a publisher of multimedia consumer software, in exchange for 1.0 million shares of the Company's Common Stock. In July 1996, the Company acquired all of the outstanding common stock of Humongous Entertainment, Inc. ("Humongous"), a premier developer and publisher of quality children's software, in exchange for 3.5 million shares of the Company's Common Stock. WizardWorks, FormGen and Humongous (collectively the "Acquired Companies") have been accounted for as pooling of interests and accordingly are included in the Company's Consolidated Financial Statements as if the acquisitions had occurred as of the beginning of the periods presented. In November 1996, the Company acquired the business of Warner Interactive Europe ("Warner")for $6.3 million in cash, including acquisition costs. Warner's financial results have been included in the Company's Consolidated Financial Statements on a purchase basis for the period since the acquisition. In January 1997, the Company acquired all of the outstanding capital stock of Premier Promotion Limited, the parent company of One Stop Direct Limited ("One Stop"), a leading European value software publisher, for $.8 million in cash. One Stop's financial results have been included in the Company's Consolidated Financial Statements on a purchase basis for the period since the acquisition. Page 6
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GT INTERACTIVE SOFTWARE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Unaudited) NOTE 3 - Inventories, net Inventories consist of the following: [Download Table] December 31, June 30, 1996 1997 ----------- ---------- (in thousands) Finished goods $ 58,464 $58,342 Raw materials 1,993 3,992 -------- ------- $ 60,457 $62,334 ======== ======= NOTE 4 - Commitments and Contingencies On January 21, 1997, the Company entered into a Revolving Credit Agreement (the "Credit Agreement") with banks expiring on December 31, 1998. The Credit Agreement was amended on June 30, 1997 to increase the facility from $40 million to a maximum of $65 million to be used for borrowings and letters of credit. Borrowing is limited to fifty percent of adjusted, as defined, consolidated accounts receivable, and is secured by these receivables. The borrowings under this agreement bear interest at either the banks' reference rate (which is generally equivalent to the published prime rate) or the LIBOR rate plus 1 1/4%. The Company pays a commitment fee of 1/4% based on the unused portion of the line. The Credit Agreement requires maintenance of certain financial ratios and net income levels. At June 30, 1997, the Company had outstanding long-term debt of $23.2 million, representing borrowings under the Credit Agreement, and letters of credit amounting to $6.9 million. NOTE 5 - Supplemental Cash Flow Information [Download Table] For the Six Months Ended June 30, ----------------------- 1996 1997 ----------- ---------- (in thousands) Cash paid for income taxes $ 9,073 $ 8,118 Cash paid for interest 119 352 Page 7
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 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements which involve risks and uncertainties. The Company's actual results or future events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, world-wide business and industry conditions, adoption of new hardware systems, product delays, software development requirements and their impact on product launches, company customer relations and other risks and factors detailed, from time to time, in the Company's SEC filings including, but not limited to, the factors described on pages 10-15 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. Overview The Company creates, publishes, merchandises and distributes interactive entertainment, edutainment and value-priced consumer software for a variety of platforms on a world-wide basis. Since it commenced operations in February 1993, the Company has experienced rapid revenue growth and its product and customer mix have changed substantially. An important element of the Company's financial performance is its product mix, which has varied over time as the Company has built its business. The Company's product mix has been composed of two broad product categories: published software and third party software. Because each of these product categories has different associated costs, the Company's margins have depended and will depend, in part, on the percentage of net sales attributable to each category. In addition, the Company's margins may vary significantly from quarter to quarter depending on the timing of its new published product releases. To the extent that mass merchants require greater proportions of third party software products, some of which may yield lower margins, the Company's operating results may be impacted accordingly. The world-wide consumer software industry has undergone a number of profound changes with the introduction of new hardware platforms. The "next generation" of game systems are based on 32- and 64-bit microprocessors that incorporate dedicated graphics chipsets. The Company began shipping Doom for the Sony PlayStation ("PlayStation") internationally in the first quarter of 1996. Domestically, shipments of Doom and Hexen for the Sega Saturn, and Tigershark for the PlayStation began shipping in the first quarter of 1997. Shipments of Hexen for the Nintendo 64 System ("N64") and PlayStation began shipping in the current quarter. As evidenced by the strong initial sales of these platforms, the Company believes that significant growth opportunities exist in both domestic and international markets and across a variety of next generation hardware platforms, including PlayStation, Sega Saturn, and N64, for which the Company is creating software products. In June 1996, the Company acquired all of the outstanding stock of WizardWorks, a leading developer and publisher of value-priced interactive entertainment, edutainment and productivity software, in exchange for 2.4 million newly issued shares of the Company's common stock, par value $.01 per share ("Common Stock"). WizardWorks develops, publishes and distributes consumer software for Windows, DOS and Macintosh formats. In June 1996, the Company acquired all of the outstanding stock of Candel Inc., the parent company of FormGen, a leading publisher of interactive PC shareware and software in exchange for 1.0 million newly issued shares of the Company's Common Stock. In July 1996, the Company acquired all of the outstanding common stock of Humongous, a premier developer and publisher of quality children's software, in exchange for 3.5 million newly issued shares of the Company's Common Stock. Page 8
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WizardWorks, FormGen and Humongous (collectively the "Acquired Companies"), have each been accounted for as a pooling of interests. Accordingly, the Company's historical Financial Statements have been restated to include the results of the Acquired Companies. In November 1996, the Company acquired the business of Warner Interactive Europe for $6.3 million in cash, including acquisition costs. Warner's financial results have been included in the Company's Consolidated Financial Statements on a purchase basis for the period since the acquisition. In January 1997, the Company acquired all of the outstanding capital stock of Premier Promotion Limited, the parent company of One Stop, a leading European value software distributor and publisher, for $.8 million in cash. One Stop's financial results have been included in the Company's Consolidated Financial Statements on a purchase basis for the period since the acquisition. Sales are recorded net of expected future returns which historically have been experienced and reserved for at approximately 30% of gross sales. The consumer software industry is seasonal. Net sales are typically highest during the fourth calendar quarter. This seasonality is primarily a result of the increased demand for consumer software during the year-end holiday buying season. Results of Operations The following table sets forth certain consolidated statement of operations data as a percentage of net sales for the periods indicated: [Download Table] For the Three For the Six Months Months Ended June 30, Ended June 30, ---------------- ----------------- 1996 1997 1996 1997 ------- ------ ------- ------ Net sales 100.0 % 100.0 % 100.0 % 100.0 % Cost of goods sold 56.4 58.6 57.2 60.2 Selling and distribution expenses 24.7 21.2 23.1 19.9 General and administrative expenses 10.3 11.6 10.1 11.5 Amortization of goodwill 0.4 0.3 0.4 0.3 ------- ------ ------- ------ Operating income 8.2 8.3 9.2 8.1 Interest and other income, net 1.2 (0.5) 1.5 (0.3) ------- ------ ------- ------ Income before income taxes 9.4 7.8 10.7 7.8 Provision for income taxes 4.6 3.4 5.2 3.3 ------- ------ ------- ------ Net income 4.8 % 4.4 % 5.5 % 4.5 % ======= ====== ======= ====== Page 9
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Net sales for the three months and six months ended June 30, 1997 increased approximately $29.2 million, or 40%, and $51.8 million, or 36%, respectively, as compared to the three and six months ended June 30, 1996. This growth in net sales for the three and six months ended June 30, 1997 was primarily attributable to the release of Hexen for N64 and the PlayStation, Mortal Kombat Trilogy for N64, the introduction of Blood, a newly published title, the continuing strong sales of Duke Nukem 3D and Quake and an increase in royalty income. In addition, an increase in sales from its existing mass merchant shelf space and an increase in the number of mass merchant stores supplied and serviced by the Company contributed to the sales growth. Additionally, during the six months ended June 30, 1997, the Company released Doom and Hexen for Sega Saturn and Tigershark for PlayStation. Cost of goods sold primarily includes costs of purchased products and royalties paid to software developers. Cost of goods sold for the three and six months ended June 30, 1997 increased approximately $18.7 million, or 45%, and $35.5 million, or 43%, respectively, as compared to the three and six months ended June 30, 1996. Cost of goods sold as a percentage of net sales for the three and six months increased to 58.6% and 60.2%, respectively, compared to 56.4% and 57.2% during the three and six months ended June 30, 1997. The increases were primarily due to the increase in sales of lower margin N64 titles and the decline in the average wholesale price of the Company's value priced products. The increase for the three months ended June 30, 1997, was partially offset by a shift in the Company's overall sales mix toward its published and value priced products which increased to approximately 63% of net revenue compared to approximately 52% during the prior period. Selling and distribution expenses primarily include shipping expenses, sales and distribution labor expenses, advertising and promotion expenses and distribution facilities costs. These expenses increased approximately $3.6 million, or 19.8%, and $5.7 million, or 17.2%, during the three and six months ended June 30, 1997, respectively, compared to the comparable periods of the prior year. The increase is attributable to the overall increase in sales volume. Selling and distribution expenses as a percentage of net sales for the three and six months ended June 30, 1997 decreased to 21.2% and 19.9%, respectively, compared to 24.7% and 23.1% during the three and six months ended June 30, 1996, respectively, due to the Company realizing greater economies of scale. General and administrative expenses primarily include personnel expenses, facilities costs, professional expenses and other overhead charges. These expenses for the three and six months ended June 30, 1997 increased approximately $4.3 million, or 57.5%, and $7.9 million, or 53.7%, respectively, as compared to the three and six months ended June 30, 1996. The increase was due primarily to additional personnel required to support the expansion of the Company's research and development and publishing operations. General and administrative expenses as a percentage of net sales for the three and six months ended June 30, 1997 increased to 11.6% and 11.5%, respectively, from 10.3% and 10.1% for the three and six months ended June 30, 1996, respectively. Interest and other income, net decreased approximately $1.5 million and $2.6 million for the three and six months ended June 30, 1997, respectively, as compared to the comparable periods of the prior year. This is primarily attributable to the decrease in short-term investments and cash balances and the interest costs associated with borrowings under the Revolving Credit Agreement (the "Credit Agreement"). Page 10
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Liquidity and Capital Resources Resources used to finance significant expenditures for the six months ended June 30, 1997 and 1996 are reflected in the following table: [Download Table] Six Months Ended June 30, ------------------------- 1996 1997 ------ ------ (in millions) Resources used: Payables and accrued liabilities $(28.9) $(42.2) Receivables, net 20.9 (34.0) Inventories, net 3.9 (1.4) Purchase of One Stop -- (0.8) Purchase of property and equipment (2.6) (7.9) Royalty advances (19.3) (14.4) Other, net (5.5) (3.1) ------ ------ (31.5) (103.8) ------ ------ Financed by: Net income 7.9 8.9 Long-term debt -- 23.2 Sales (purchases) of short-term investments, net (0.1) 4.6 ------ ------ 7.8 36.7 ------ ------ Cash and cash equivalents balance decrease $(23.7) $(67.1) ====== ====== As of June 30, 1997, the Company's working capital increased to $138.2 million compared to $113.7 million at December 31, 1996. Cash and cash equivalents decreased for the six months ended June 30, 1997 by approximately $67.1 million. The primary sources of cash during the six months ended June 30, 1997 were bank borrowings of $23.2 million under the Credit Agreement and net income of $8.9 million. These externally and internally generated funds were primarily used to fund payables and accrued liabilities (which includes accounts payable, royalties payable, income taxes payable and accrued liabilities) of $42.2 million, receivables of $34.0 million, property and equipment of $7.9 million and royalty advances of $14.4 million. The decrease in payables is primarily attributable to payment of the seasonally high balance of December 31, 1996, the shift in sales toward published titles versus third party products, which on average have higher costs than published products and that Nintendo, Sega and Sony products require cash payments on most purchases. The Company utilizes its Credit Agreement to fund these purchases when required. The receivable balance increase reflected higher sales at the end of the quarter. The increase in property and equipment is primarily due to the investment in computer hardware and software to support the Company's growth. Royalty advances of $83.6 million as of June 30, 1997 represent advances to approximately 110 entities for various products expected to be delivered throughout the next several years. Such advances are amortized to cost of goods sold on a per unit basis as licensed products are sold in accordance with the individual agreements. On January 21, 1997, the Company entered into the Credit Agreement with banks expiring on December 31, 1998. The Credit Agreement was amended on June 30, 1997 to increase the facility from $40 million to a maximum of $65 million to be used for borrowings and letters of credit. At June 30, 1997, the Company had outstanding, under the Credit Agreement, long-term debt and letters of credit issued of approximately $23.2 million and $6.9 million, respectively. General Atlantic Partners II, L.P., an affiliate of various General Atlantic Partners entities which are stockholders of the Company, exercised its warrants to purchase an aggregate of 504,000 shares of Common Stock on May 2, 1997 for approximately $2.1 million in cash. Page 11
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The Company expects continued volatility in the use of cash due to varying seasonal, receivable payment cycles and quarterly working capital needs to finance its growing publishing and distribution business. The Company believes that existing cash, cash equivalents and short-term investments, together with cash expected to be generated from operations and cash available through the Credit Agreement, will be sufficient to fund the Company's anticipated operations for the next twelve months. On June 18, 1997, the Company entered into an Agreement and Plan of Reorganization (the "Agreement") with SingleTrac Entertainment Technologies, Inc. ("SingleTrac"), pursuant to which the Company agreed to acquire all the capital stock of SingleTrac for an aggregate purchase price of $16 million. The Agreement allows for up to approximately $5 million of the purchase price to be in cash and the balance in Common Stock of the Company. The Company anticipates that the acquisition will be completed in the fourth quarter, at which time it is expected that the Company will take a one time charge of $10 to $12 million for the write off of purchased in process research and development costs. Additionally, pursuant to the Agreement the Company has structured a one time retention oriented bonus pool of up to approximately $10 million in cash and Common Stock of the Company, which will be distributed to SingleTrac employees based on the achievement of certain performance goals of SingleTrac over the succeeding two years. Page 12
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Part II - Other Information  Item 2. Changes in Securities There were no sales of unregistered securities by the Company during the quarter ended June 30, 1997, except the issuance of an aggregate of 504,000 shares of Common Stock to General Atlantic Partners II, L.P., upon the exercise on May 2, 1997 of certain of its warrants at an aggregate exercise price of $2,101,680. Such issuance was made in reliance upon Section 4(2) of the Securities Act of 1933, as amended.  Item 4. Submission of Matters to a Vote of Security Holders (a) The Company held its Annual Meeting of Stockholders on June 10, 1997. (b) The directors elected at the meeting were: [Download Table] For Withheld Non-Votes --- -------- --------- Jack J. Cayre 57,671,071 202,063 9,000 Steven A. Denning 57,675,921 197,213 9,000 Alvin N. Teller 57,675,921 197,213 9,000 Other directors whose terms of office continued after the meeting are as follows: Joseph J. Cayre, Stanley Cayre, Kenneth Cayre, Ron Chaimowitz, William E. Ford and Jordan A. Levy. (c) Other matters voted upon at the meeting and the results of those votes are as follows: [Enlarge/Download Table] For Against Abstain Non-Votes --- ------- ------- --------- Approval of the Company's 1997 Stock 49,300,240 1,525,339 135,298 6,921,257 Incentive Plan Ratification of Arthur Andersen LLP as the 57,740,016 129,108 13,010 0 Company's independent auditors Page 13
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 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The following exhibits are filed as part of this report: Exhibit No. Description ----------- ----------- 3.1 Amended and Restated Certificate of Incorporation (incorporated herein by reference to the exhibit with the corresponding number filed as part of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). 3.2 Amended and Restated By-laws (incorporated herein by reference to the exhibit with the corresponding number filed as part of the Company's Registration Statement on Form S-1 filed on October 18, 1996, and all amendments thereto (Registration No. 333-14441)). 10.1 Amendment, dated as of June 30, 1997, to the Credit Agreement, dated as of January 21, 1997, by and among the Company, the banks parties thereto and Republic National Bank of New York, as Agent. 10.2 Employment Agreement between the Company and David Chemerow. 10.3 The 1997 Stock Incentive Plan. 27.1 Financial Data Schedule. (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the quarter ended June 30, 1997. Page 14
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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. GT INTERACTIVE SOFTWARE CORP. By: /s/ RONALD CHAIMOWITZ ------------------------------------ Ronald Chaimowitz Chief Executive Officer, President and Director Date: August 14, 1997 By: /s/ ANDREW GREGOR ------------------------------------ Andrew Gregor Chief Financial Officer and Senior Vice President, Finance and Administration Date: August 14, 1997 Page 15
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EXHIBIT INDEX Exhibit No. Description ----------- ----------- 3.1 Amended and Restated Certificate of Incorporation (incorporated herein by reference to the exhibit with the corresponding number filed as part of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). 3.2 Amended and Restated By-laws (incorporated herein by reference to the exhibit with the corresponding number filed as part of the Company's Registration Statement on Form S-1 filed on October 18, 1996, and all amendments thereto (Registration No. 333-14441)). 10.1 Amendment, date as of June 30, 1997, to the Credit Agreement, dated as of January 21, 1997, by and among the Company, the banks parties thereto and Republic National Bank of New York, as Agent. 10.2 Employment Agreement between the Company and David Chemerow. 10.3 The 1997 Stock Incentive Plan. 27.1 Financial Data Schedule.

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 10-Q Filing   Date First   Last      Other Filings
12/31/951416
6/30/9621110-Q
10/18/961416S-1
12/31/9661110-K
1/21/97716
5/2/971113
6/10/9713DEF 14A
6/18/9712
For The Period Ended6/30/97116
8/1/971
Filed On / Filed As Of8/14/9715
8/19/97
12/31/9871110-Q
 
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