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Atari Inc – ‘10-Q’ for 5/1/96 – EX-10.2

As of:  Tuesday, 5/14/96   ·   For:  5/1/96   ·   Accession #:  950130-96-1703   ·   File #:  0-27338

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

 5/14/96  Atari Inc                         10-Q        5/01/96    7:379K                                   Donnelley R R & S..02/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      12     53K 
 2: EX-10.1     Material Contract                                     39     78K 
 3: EX-10.2     Material Contract                                     30     66K 
 4: EX-10.3     Material Contract                                     68    163K 
 5: EX-10.4     Material Contract                                     66    161K 
 6: EX-10.5     Material Contract                                     15     64K 
 7: EX-27       Exhibit 27.1                                           2      7K 


EX-10.2   —   Material Contract

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CERTAIN INFORMATION HAS BEEN OMITTED UNDER A CONFIDENTIAL TREATMENT REQUEST MADE PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDMENT TO ------------ GTIS MASTER OPTION AND LICENSE AGREEMENT ---------------------------------------- (HOME VIDEO GAME) ----------------- This amendment agreement (the "First Amendment") is made and entered into the 27th day of March, 1996, by and among WMS INDUSTRIES, INC. ("WMS''), WILLIAMS ELECTRONICS GAMES, INC. ("WEG"), MIDWAY MANUFACTURING COMPANY ("Midway") and WILLIAMS ENTERTAINMENT INC. ("WEI"), each being Delaware corporations with offices at 3401 North California Avenue, Chicago, Illinois 60618, and GT INTERACTIVE SOFTWARE CORP. ("GTIS"), a Delaware corporation with offices at 16 East 40th Street, New York, New York 10016. W I T N E S S E T H: - - - - - - - - - - WHEREAS, on March 31, 1995 WMS, WEG, Midway, WEI and GTIS entered into the GTIS Master Option and License Agreement (Home Video Games) (the "GTIS Master Home Video Agreement") pursuant to which the WMS Group granted to GTIS certain rights with respect to the manufacture, distribution and sale of versions of Games for use on Designated Consumer Game Platforms; and WHEREAS, WMS, WEG, Midway, WEI and GTIS desire to amend the GTIS Master Home Video Agreement as provided for in this First Amendment. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the parties hereto agree as follows: 1. Capitalized terms used, but not defined or revised herein, shall have the meaning ascribed to such terms in the GTIS Master Home Video Agreement or the form of
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THE INFORMATION BELOW MARKED BY * HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Home Video Game Distribution and License Agreement annexed as Exhibit A to the GTIS Master Home Video Agreement. 2. This First Amendment shall become effective on the date WII closes the acquisition of AGC pursuant to the Stock Purchase Agreement. WMS will give GTIS prompt written notice of such closing. If such acquisition does not close by June 30, 1996, this First Amendment shall be null and void and of no force and effect. The capitalized terms used in this paragraph are defined in paragraph 3 of this First Amendment. GTIS' rights, if any, under the GTIS Master Home Video Agreement and form of Home Video Game Distribution and License Agreement with respect to any games acquired pursuant to the Stock Purchase Agreement, and any subsequent sequels, adaptations or other versions thereof, shall be subject to all third party rights pursuant to agreements made by the Atari Group existing at the Effective Date. All such rights, to the extent known by WMS, are set forth on a schedule to a letter dated the date hereof and signed by WMS and GTIS. 3. Section 1 of the GTIS Master Home Video Game Agreement shall be amended to add or replace definitions as follows: 1.1(a) "AGC" shall mean Atari Games Corporation, a California corporation, which is currently a wholly-owned subsidiary of Warner Communications Inc., and which is to be sold to WII pursuant to the Stock Purchase Agreement. 1.1(b) "Atari Advance" shall mean the aggregate * Dollars advance by GTIS to WMS pursuant to the Atari Agreements. 2
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1.1(c) "Atari Agreements" shall mean the Master Option and License Agreement for Atari PC Games and the Master Option and License Agreement for Atari Home Video Games entered into by WMS and GTIS dated March 27, 1996." 1.1(d) "Atari Game" shall mean (i) any game developed or acquired by or on behalf of AGC or entities which were affiliates of AGC prior to AGC being acquired by WII pursuant to the Stock Purchase Agreement, including, without limitation, those games listed on Schedule 1 to this First Amendment, and any adaptations of such games for other platforms, and (ii) any game currently in development or developed subsequent to such acquisition by or on behalf of AGC or a member of the Atari Group, or developed, in whole or in substantial part, by any person or persons who were employees of AGC or a member of the Atari Group as of the closing date of such acquisition and who are employees of any member of the WMS Group at the time of such development, and any adaptations of such games for other platforms. For purposes of this Section, employees shall be deemed to include independent contractors who work a substantial portion of their time at the facilities of any member of the WMS Group. 1.1(e) "Atari Group" shall mean AGC, or any entity, a majority of whose capital stock is owned, directly or indirectly, by 3
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AGC or with respect to which during the term of this Agreement, AGC, directly or indirectly, has the legal power, without the consent of any third party, to direct the acquisition of rights to or exploitation of Games on Designated Consumer Game Platforms. 1.1(f) "Business Day" shall mean any day other than a Saturday, Sunday or Federal holiday. 1.4(a) "Early Termination Event" shall mean AGC ceasing to be at least 50.1% owned by a member of the WMS Group, or the Atari Group transferring a majority of its intellectual property assets and licenses to a person or entity who is not a member of the WMS Group. 1.7 "Game" shall mean any home video game designed for play on a specific Designated Consumer Game Platform which has been released for commercial shipment in the normal course of business by any member of the WMS Group or by any licensee of the WMS Group on such Designated Consumer Game Platform for sale in commercial quantities in the United States in the normal course of business, but excluding (i) any such home video game with respect to which the WMS Group shall, prior to the date hereof, have granted rights (or any option, right of first refusal or negotiation or other ability to obtain rights which may be subsequently exercised) to any third party, including without 4
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limitation any sublicensee of the WMS Group, to manufacture, distribute or sell such home video game on such specific Designated Consumer Game Platform within the Licensed Territory, including any renewals or extensions thereof resulting from the exercise of previously granted rights; and (ii) any Atari Game. Set forth on Schedule 1 annexed hereto is a list of all material agreements pursuant to which the WMS Group, other than the Atari Group, has, prior to March 31, 1995, granted rights to manufacture, distribute and sell such home video games on Designated Consumer Game Platforms within the Licensed Territory, but excluding any agreements pursuant to which the WMS Group has granted rights to home video games based on games which have been released for commercial shipment prior to March 31, 1995 in the normal course of business by the WMS Group or by any sublicensee of the WMS Group as coin-operated video or pinball games or on any dedicated home video game platform or agreements pursuant to which the WMS Group has granted rights to any derivative or sequel to any such released coin-operated video, pinball or home video game. A home video game shall be deemed a separate Game with reference to the specific Designated Consumer Game Platform on which it has been designed for play. 5
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1.11 "Initial Option Period" shall mean the period commencing on the date hereof and ending on June 30, 2001; provided, however, if the Atari Advance has not been fully recouped by June 30, 2001, the Initial Option Period shall be extended to a date which is the earlier to occur of (i) June 30, 2003, or (ii) the date on which the Atari Advance is fully recouped. In determining whether the Atari Advance has been fully recouped for all purposes under this Agreement, amounts owed by GTIS but not yet reported, paid or credited to the Licensor shall be deemed recouped by GTIS. The Initial Option Period may be further extended under the following circumstances. If (a) an Early Termination Event occurs prior to June 30, 2000, and (b) GTIS shall not have fully recouped the Atari Advance by the end of the Initial Option Period as extended pursuant to the first sentence of this Section 1.11 (as such date may be further extended from time to time by future amendments or extensions other than the extensions next referred to in this sentence), then the Initial Option Period shall be further extended to a date which is the earlier to occur of (x) the date on which the Atari Advance is fully recouped or (y) the date, to the nearest calendar quarter end, determined by adding to the date the Initial Option Period as 6
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extended would have expired, the number of days between the occurrence of the Early Termination Event and June 30, 2001. 1.23(a) "Pirate" shall mean an individual or entity which counterfeits a game or sells counterfeit games. 1.27(a) "Stock Purchase Agreement" shall mean the Stock Purchase Agreement dated February 23, 1996 between Warner Communications Inc. and WII pursuant to which Warner Communications Inc. has agreed to sell and WII has agreed to purchase all of the outstanding stock of AGC. 1.27(b) "WII" shall mean Williams Interactive Inc., a wholly-owned subsidiary of WMS. 4. The GTIS Master Home Video Agreement shall be amended to add a new Section 2.8 which shall read as follows: Royalties payable to WMS pursuant to Schedule B of the Home Video Game Distribution and License Agreement are measured by the wholesale price of Licensed Product. Accordingly, reasonably in advance of WMS' decision to enter into a developer contract and reasonably in advance of GTIS' initial release of the Licensed Product, GTIS shall advise WMS, at WMS' request, of GTIS' expected pricing strategy and the reasons therefor. Nothing herein shall be deemed to restrict GTIS' 7
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freedom in selecting wholesale sales prices it considers appropriate, which shall be in GTIS' sole discretion. 5. The GTIS Master Home Video Agreement shall be amended to add a new Section 2.9 which shall read as follows: If, under Section 2.1 of any Home Video Game Distribution and License Agreement entered into under this Agreement, Licensor has granted written approval (which shall not be unreasonably withheld) to Licensee of a specific sublicensee for the Licensed Property, such approval shall apply to the sublicensing by that sublicensee of all Licensed Properties licensed to Licensee under Home Video Game Distribution and License Agreements entered into under this Agreement, subject to the following: (i) the sublicense agreements shall contain provisions with respect to quality of Licensed Product, trademarks, copyrights, materials, other intellectual property rights, rights of additional sublicensing or assignment, termination rights, confidentiality, accounting, auditing, reporting and payment procedures in form agreed to by GTIS and WMS, and the form as so agreed to may be used by all approved sublicensees described in clause (iii) below; provided that if such form is not so used, any other form to be used shall be subject to prior approval as provided in this subsection (i); (ii) no such blanket approval shall 8
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THE INFORMATION BELOW MARKED BY * HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. be deemed given with respect to Licensed Properties as to which approval requirements imposed by third parties, such as the NFL and NBA, apply; (iii) if the sublicense is for a Marketing Area other than those designated as Key Marketing Areas in such Home Video Game Distribution and License Agreement and if the expected sales volume in such Marketing Area, in GTIS' good faith judgment, is an average of * units or less per SKU per year, Licensee will not be required to obtain Licensor's prior written approval of the terms of such license but Licensee will be required to provide a copy of each sublicense to Licensor within ten (10) Business Days after GTIS enters into such sublicense; and (iv) if the Marketing Area is designated as a Key Marketing Area or if, in GTIS' good faith judgment, the expected sales volume for such Marketing Area is more than an average of * units per SKU per year, Licensee will be required to obtain Licensor's prior written approval, which Licensor will not unreasonably withhold, of the terms of a sublicense for such Marketing Area even if the identity of the sublicensee has been previously approved; provided, however, if a sublicense is for multiple platforms and multiple games, the approval of the sublicense will be deemed to be approval for all Games distributed under that sublicense (subject to clause (ii)). Anything to the contrary notwithstanding, (x) if a 9
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previously approved sublicensee becomes an Exporter or a Pirate, Licensee will immediately upon becoming aware thereof notify Licensor of the identity of such Exporter or Pirate and as soon as practicable terminate the sublicense upon request by Licensor, and (y) Licensor and Licensee will review every two years the identity of sublicensees, and those sublicensees who previously received blanket approval as provided in the first sentence of this Section and who are no longer considered acceptable by Licensor, in the exercise of Licensor's reasonable judgment, will no longer have such blanket approval and will be subject to Licensor's prior approval with respect to all future sublicenses, in accordance with the approval procedures set forth above. Licensee shall use all reasonable efforts to cause each agreement with its sublicensees to permit Licensee to terminate such agreement immediately if such sublicensee shall be or become an Exporter or a Pirate. 6. Section 7 of the GTIS Master Home Video Agreement and Section 16 of the form of Home Video Game Distribution Agreement annexed as Exhibit A thereto shall be amended to add at the end thereof, the following: With respect to this Agreement and the Home Video Game Distribution and License Agreements entered into in connection herewith, each of WMS Group and GTIS agree to use reasonable efforts to ensure that either of them may disclose the proprietary 10
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information of the other (including, without limitation, the software source code and tools relating to any Game), only to those persons within their organizations who have a need to know such information in order to perform its obligations under this Agreement and the Home Video Game Distribution and License Agreements and any such disclosure shall be limited to the information which needs to be known. Further, neither the WMS Group nor GTIS shall use any such proprietary information for purposes other than the performance of its obligations under this Agreement and the Home Video Game Distribution and License Agreements. 7. Paragraph 12.1 of the GTIS Master Home Video Agreement shall be amended to delete the parenthetical language "(including its sublicenses and affiliates as one party)" in the last sentence of such Section and by replacing the words "as long as that party remains fully liable for its obligations hereunder" at the end of the second sentence of such Section 12.1 with the words "as long as both the assignee and the assignor remain fully liable for assignor's obligations hereunder." 8. Section I of the form of Home Video Game Distribution and License Agreement, annexed as Exhibit A to the GTIS Master Home Video Agreement, shall be amended by adding at the end thereof the following: 11
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THE INFORMATION BELOW MARKED BY * HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Capitalized terms used, but not defined herein, shall have the meaning ascribed to such terms in the GTIS Master Agreement. 9. Schedule B to the Home Video Game Distribution and License Agreement shall be amended as follows: 9.1. The paragraph under the heading "Recoupment" shall be amended to replace the words "earned and otherwise payable" on the first and second lines of such paragraph by the words "applied or accrued" and to replace the words "actually paid" in line seven of such paragraph by the words "applied or accrued." 9.2. A new paragraph shall be added at the end of the last paragraph under the heading "Recoupment" on Schedule B to the Home Video Game Distribution and License Agreement which shall read as follows: "If the Atari Advance has not been fully recouped by GTIS on the date on which the total of recoupable amounts under this Agreement and Other Home Video Game Distribution and License Agreements equals the * Dollars Minimum Guaranteed Royalty and Guaranteed Advance Royalty paid by the Licensee under the GTIS Master Agreement, then royalties otherwise payable under this Agreement shall be recoupable against the Atari Advance in the manner set forth in this Schedule B until the Atari Advance shall be fully recouped. In determining whether the Atari Advance has been fully recouped, 12
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amounts owed by GTIS but not yet reported, paid or credited to the Licensor shall be deemed recouped by GTIS. If in respect of any royalty payment period royalties are available for recoupment of the Atari Advance under any one or more of the distribution and license agreements entered into under the Atari Agreements, the GTIS Master Agreement and the GTIS Master Option and License Agreement dated December 28, 1994, as amended (the "GTIS Master PC Agreement"), the Atari Advance shall be recouped from royalties in the following order of priority: (i) royalties payable under distribution and license agreements entered into under the Atari Agreements; (ii) royalties payable under distribution and license agreements entered into under the GTIS Master PC Agreement; and (iii) royalties payable under distribution and license agreements entered into under the GTIS Master Agreement. 10. WMS hereby confirms to GTIS that it is WMS' present intention that it will maintain a separate Atari Group games design organization and that any member of the design teams working for that organization will work solely on the creation of Atari Games. WMS further confirms that it will use all reasonable efforts to maintain such separate organization. 13
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11. In the event of conflicts between the provisions of the GTIS Master Home Video Agreement and the Home Video Game Distribution and License Agreement, the provisions of the GTIS Master Home Video Agreement shall prevail. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written . WMS INDUSTRIES INC. By: /s/ NEIL NICASTRO ------------------------------------- Neil Nicastro WILLIAMS ELECTRONICS GAMES, INC. By: /s/ NEIL NICASTRO ------------------------------------- Neil Nicastro MIDWAY MANUFACTURING COMPANY By: /s/ NEIL NICASTRO ------------------------------------- Neil Nicastro WILLIAM ENTERTAINMENT INC. By: /s/ ------------------------------------- GT INTERACTIVE SOFTWARE CORP. By: /s/ RONALD CHAIMOWITZ ------------------------------------- Ronald Chaimowitz 14
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11. In the event of conflicts between the provisions of the GTIS Master Home Video Agreement and the Home Video Game Distribution and License Agreement, the provisions of the GTIS Master Home Video Agreement shall prevail. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written . WMS INDUSTRIES INC. By: ------------------------------------ WILLIAMS ELECTRONICS GAMES, INC. By: ------------------------------------ MIDWAY MANUFACTURING COMPANY By: ------------------------------------ WILLIAMS ENTERTAINMENT INC. By: /s/ BRIAN COOK ------------------------------------ Brian Cook GT INTERACTIVE SOFTWARE CORP. By: /s/ RONALD CHAIMOWITZ ------------------------------------ Ronald Chaimowitz 14
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SCHEDULE 1 ---------- ATARI LIBRARY ------------- (Not including Projects in Process) ----------------------------------- RELEASED COIN-OP TITLES DATE PRODUCT Nov - 72 Pong Jul - 83 Space Race Sep - 73 Pong Doubles Oct - 73 Gotcha color Oct - 73 Gotcha Oct - 73 Elimination (KEE) Feb - 74 Super Pong Feb - 74 Rebound Mar - 74 Spike (Kee) Mar - 74 Quadrapong Mar - 74 Gran Track 10 Apr - 74 Formula K (Kee) Apr - 74 World Cup Apr - 74 World Cup CKT May - 74 Pong CKT Jun - 74 Touch Me Jul - 74 Twin Racer (KEE) Jul - 74 Trak 10 Aug - 74 Gran Trak 20 Aug - 74 Puppy Pong Aug - 74 Trak 20 Sep - 74 Dr. Pong Oct - 74 Pin Pong Nov - 74 Tank Nov - 74 Qwak Jan - 75 Dodgeball Jan - 75 Pursuit Apr - 75 Indy 800 (KEE) Apr - 75 Highway May - 75 Crossfire (KEE) May - 75 Tank II (KEE) Jun - 75 Anti Aircraft Jul - 75 Goal IV Sep - 75 Jaws Oct - 75 Steeplechase Oct - 75 Crash N Score Oct - 75 Jet Fighter Dec - 75 Jet Fighter CKT Jan - 76 Stunt Cycle Mar - 76 Outlaw Apr - 76 Tank 8 (KEE) Apr - 76 Quiz Show (KEE) Apr - 76 Breakout May - 76 Indy 4 Jul - 76 Breakout CKT Schedule A; Page 2
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Jul - 76 Cops N Robbers Jul - 76 Fly Ball (KEE) Aug - 76 Lemans Oct - 76 Night Driver Nov - 76 Sprint II (KEE) Nov - 76 F-1 Nov - 76 The Atarians Pin Jan - 77 Dominos Feb - 77 Dominos CKT Apr - 77 Triple Hunt Apr - 77 Triple Hunt Single Apr - 77 Night Driver SD May - 77 Sprint 8 (KEE) Jun - 77 Time 2000 Pin Jun - 77 Pool Shark Jun - 77 Drag Race (KEE) Jul - 77 Starship Sep - 77 Super Bug (KEE) Sep - 77 Two Game Module Sep - 77 Airborne Avenger Pin Oct - 77 Destroyer Nov - 77 Canyon Bomber Dec - 77 Sprint 4 Jan 78 Sprint 1 Feb - 78 Ultra Tank (KEE) Feb - 78 Middle Earth Pin Mar - 78 Sky Raider Mar - 78 Tournament Table Apr - 78 Avalanche Jun - 78 Fire Truck Jun - 78 Sky Diver Jul - 78 Smokey Joe Sep - 78 Super Breakout Sep - 78 Space Rider Pin Oct - 78 Atari Football Nov - 78 Orbit Feb - 79 Video Pinball Mar - 79 Superman Pin Apr - 79 Hercules Pin May - 79 Basketball May - 79 Subs Jun - 79 Baseball Aug - 79 Lunar Lander Apr - 79 4PL Atari Football Nov - 79 Asteroids Apr - 80 Asteroids CKT Apr - 80 Soccer Apr - 80 Monte Carlo Jun - 80 Asteroics Cabaret Jun - 80 Missile Command Schedule A, Page 3
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Aug - 80 Missile Command CKT Sep - 80 Missile Command Cabaret Sep - 80 Missile Command SD Nov - 80 Battle Zone Dec - 80 Battle Zone Cabaret Apr - 81 Asteroids Deluxe Cabaret Apr - 81 Warlords Apr - 81 Warlords CKT May - 81 Asteroids Deluxe May - 81 Asteroids Deluxe CKT May - 81 Red Baron SD Jun - 81 Centipede Jun - 81 Red Baron Jun - 81 Battle Zone Open Face Jul - 81 Centipede CKT 13" Jul - 81 Centipede CAB Sep - 81 Centipede CKT 19" Oct - 81 Tempest Dec - 81 Tempest CKT Dec - 81 Tempest Cabaret Feb - 82 Space Duel Apr - 82 Dig Dug Apr - 82 Space Duel CKT Jun - 82 Kangaroo Jun - 82 Dig Dug CKT Jun - 82 Dig Dug CAB Jun - 82 Gravitar Nov - 82 Millipede Nov - 82 Liberator Nov - 82 Quantum Nov - 82 Pole Position Nov - 82 Pole Position SD Feb - 83 Xevious Feb - 83 Black Widow Feb - 83 Milipede CKT Mar - 83 Food Fight May - 83 Arabian May - 83 Star Wars May - 83 Star Wars SD May - 83 Food Fight CKT Jul - 83 Crystal Castles Nov - 83 Major Havoc Nov - 83 Pole Position II Nov - 83 Crystal Castles CKT Jan - 84 Firefox Feb - 84 Firefox SD Mar - 84 TX-1 SD Jun - 84 I, Robot Sep - 84 Return of the Jedi Dec - 84 Marble Madness SYS 1 Schedule A; Page 4
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Mar - 85 Empire Kit Apr - 85 Paperboy SYS 2 Jul - 85 Pack Rat SYS 1 Jul - 85 Pack Rat (KIT) Jul - 85 Temple of Doom SYS 1 Jul - 85 Temple of Doom Kit Oct - 85 Gauntlet Apr - 86 Super Sprint May - 86 Gauntlet 2 Player Jul - 86 Road Runner SYS 1 Jul - 86 Road Runner Kit Aug - 86 Gauntlet II Aug - 86 Guantlet II 4 player kit Aug - 86 Gauntlet II 2 player kit Sep - 86 Champ Sprint SYS 2 Sep - 86 Champ Sprint Kit Dec - 86 720 Feb - 87 Rolling Thunder Mar - 87 Road Blaster SYS 1 Mar - 87 Road Blaster Kit Mar - 87 Road Blaster SD May - 87 Dunk Shot Jul - 87 A.P.B. Jul - 87 Dragon Spirit Sep - 87 RBI Baseball Kit Nov - 87 Xybots Dec - 87 Pacmania Feb - 88 Blasteroids Apr - 88 Galaga '88 Apr - 88 Galaga '88 Kit Apr - 88 Vindicators May - 88 Pot Shot May - 88 Final Lap SD Jun - 88 Toobin Aug - 88 Assault Sep - 88 Cyberball Oct - 88 Final Lap UR Feb - 89 Tetris Kit Feb - 89 Hard Drivin SD Feb - 89 Splatterhouse PCB Feb - 89 Vindicator Kits Jun - 89 Hard Drivin Compact Jun - 89 Escape Jun - 89 Escape Kit Aug - 89 Cyberball 2072 4 player Sep - 89 Cyberball 2072 2 player Sep - 89 Stunrunner Oct - 89 Cyberball 2072 Conv. Kit Nov - 89 Cyberball 2 PL Univ. Kit Nov - 89 Skull & Crossbones Schedule A; Page 5
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Nov - 89 Skull & Crossbones Kit Dec - 89 4 Trax Moving Jan - 90 Badlands Jan - 90 Badlands Kit Jan - 90 Cyberball vs. Kit Feb - 90 Klax Feb - 90 Klax Cabaret Feb - 90 Klax Kits (Incl. Japan) Apr - 90 4 Trax Stationary Jun - 90 Gumball Rally Jun - 90 Hydra Jun - 90 Hydra Kits Jul - 90 ThunderJaws Kits Aug - 90 Pitfighter Aug - 90 Race Drivin SD Oct - 90 Race Drivin SD Conv. Kits Nov - 90 Tetris Cabaret Nov - 90 Shuuz Nov - 90 Shuuz Kits Dec - 90 Race Drivin Compact Feb - 91 Rampart Mar - 91 Pitfighter 2 PL Kits Apr - 91 Batman Kits Apr - 91 Rampart Kits Incl. Japan Apr - 91 Race Drivin UR Conv. Kits Apr - 91 Race Drivin Intl. Kits May - 91 Race Drivin Panorama Jun - 91 Road Riot Sep - 91 Steel Talons Oct - 91 Off the Wall Kit Apr - 92 Relief Pitcher Game May - 92 Relief Pitcher Kit Jun - 92 Guardians of the Hood Jul - 92 Guardians of the Hood Kit Jul - 92 Moto Frenzy Deluxe Sep - 92 Moto Frenzy Mini Nov - 92 Space Lords Mar - 93 Knuckle Bash Kit Jun - 93 World Rally Kits Oct - 93 Showcase '33 Jul - 94 T-MEK Aug - 94 Primal Rage Showcase 33 Sep - 94 Primal Rage Family Cabinet Oct - 94 Cops Sep - 95 Hoop It Up Nov - 95 Area 51 33" Showcase Nov - 95 Area 51 25" Schedule A; Page 6
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RELEASED CONSUMER TITLES DATE TITLE FORMAT After Burner NES Alien Syndrome NES Fantasy Zone NES 88 Gauntlet NES Klax NES Ms. Pacman NES 88 Pacman NES Pacmania NES 88 RBI Baseball NES RBI 2 Baseball NES RBI 3 Baseball NES Road Runner NES Rolling Thunder NES Shinobi NES Skull & Crossbones NES Super Sprint NES May - 89 Tetris NES Temple of Doom NES Toobin NES Vindicators NES Jun - 95 RBI 95 32X Oct - 94 Battlecorps Sega CD AFL Feb - 95 BC Racers Sega CD AFL Schedule A; Page 7
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Nov - 94 Lawnmowerman Sega CD AFL Dec - 94 Soulstar Sega CD AFL Dec - 95 Wayne Gretsky PC CD ROM Sep - 95 Primal Rage PC CD ROM Nov - 94 Rise of the Robots PC CD ROM Nov - 94 Rise of the Robots PC Floppy Disk Jun - 95 Striker Europe CD ROM Nov - 94 Rise of the Robots Europe CD ROM Sep - 95 Primal Rage Europe CD ROM Jun - 95 Striker Europe Disk Jun - 95 Rise of the Robots Europe Disk Jun - 95 Rise of the Robots Amiga-Europe PGA Tour Golf Europe Game Gear KLAX Europe Game Gear Marble Madness Europe Game Gear Paperboy Europe Game Gear Popils Europe Game Gear Dec - 94 PGA Tour II Europe Game Gear Jun - 95 Rise of the Robots Europe Game Gear World Cup Soccer Europe Game Gear Aug - 95 Primal Rage Gameboy Mar - 95 Kawasaki Superbike Game Gear AFL Dec - 93 Desert Strike Game Gear AFL Dec - 93 Formula 1 Game Gear AFL Prince of Persia Game Gear AFL Schedule A; Page 8
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Super Space Game Gear AFL Invaders Mar - 95 Kawasaki Superbike Genesis Davis Cup Tennis Genesis Dragon's Fury Genesis Dick Vitale Genesis Basketball Dec - 93 Dragon's Revenge Genesis Nov - 93 Gauntlet 4 Genesis Nov - 94 Generations Lost Genesis Grindstormer Genesis Hard Drivin Genesis Klax Genesis Nov - 94 Lawnmowerman Genesis Ms. Pacman Genesis Paperboy 2 Genesis Paperboy Genesis Pitfighter Genesis Pacmania Genesis Nov - 93 Awesome Possum Genesis Prince of Persia Genesis Dec - 93 Race Drivin Genesis Aug - 95 Primal Rage Genesis Rampart Genesis RBI 93 Genesis RBI 94 Genesis Schedule A; Page 9
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RBI 3 Basketball Genesis RBI 4 Genesis Road Blasters Genesis Nov - 94 Red Zone Genesis Sylvester & Tweety Genesis Steel Talons Genesis Jun - 95 Wayne Gretzky Genesis Bubba N' Stix Genesis AFL Nov - 93 Formula 1 Genesis AFL James Bond Genesis AFL Nov - 94 Marko & His Magic Genesis AFL Soccer Ball MIG 29 Genesis AFL Chuck Rock II Game Gear Dec - 93 PGA Tour Golf Game Gear Klax Game Gear Marble Madness Game Gear Paperboy 2 Game Gear Paperboy Game Gear Nov - 94 PGA Tour II Game Gear Popils Game Gear Aug - 95 Primal Rage Game Gear Nov - 94 RBI 94 Game Gear Dec - 94 Rise of the Robots Game Gear World Cup Soccer Game Gear Oct - 95 Power Drive Rally Jaguar Schedule A; Page 10
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Dec - 95 Primal Rage Jaguar CD Davis Cup Tennis Mega Drive-Europe Dragon's Fury Mega Drive-Europe Dick Vitale Mega Drive-Europe Basketball Dragon's Revenge Mega Drive-Europe Gauntlet 4 Mega Drive-Europe Hard Drivin Mega Drive-Europe Kawasaki Superbike Mega Drive-Europe Klax Mega Drive-Europe Lawnmowerman Mega Drive-Europe Paperboy Mega Drive-Europe Paperboy 2 Mega Drive-Europe Pitfighter Mega Drive-Europe Pacmania Mega Drive-Europe Rampart Mega Drive-Europe RBI 94 Mega Drive-Europe Nov - 94 Red Zone Mega Drive-Europe Aug - 94 Sylvester & Tweety Mega Drive-Europe Steel Talons Mega Drive-Europe Mar - 95 Mega Swiv Mega Drive-Europe A.C. Adapter Gameboy A.C. Adapter Genesis A.C. Adapter SNES A.C. Adapter Game Gear Control Pad Genesis Schedule A; Page 11
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Control Pad NES Control Pad SNES Hi-Freq Control Genesis Pad Hi-Freq Control NES Pad Hi-Freq Control SNES Pad Hi-Freq Magnifier Game Gear Hi-Freq Night Gameboy Sight Hi-Freq Power Clip Gameboy w/adaptor Hi-Freq Power Clip Game Gear R.F. Switch All Night Sight Gameboy Power Clip w/A.C. Gameboy adaptor Power Clip Gameboy Wayne Gretzky Kit Rest of World Wayne Gretzky Mega Drive-Rest of World Kawasaki Superbike SNES-Rest of World Primal Rage Kit Rest of World Sep - 95 Primal Rage PC CD ROM-Rest of World Sep - 95 Primal Rage Gameboy-Rest of World Aug - 95 Primal Rage SNES-Rest of World Schedule A; Page 12
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Sep - 95 Primal Rage Mega Drive-Rest of World Jul - 95 Striker Spindle PC CD ROM- REST of World Virtua Racing Saturn-Rest of World Dec - 95 Last Gladiators Saturn Nov - 95 Virtua Racing Saturn Sep - 93 Robo Aleste Sega CD PGA Tour Golf Master System- Europe Klax Master System- Europe Ms. Pacman Master System- Europe Rampart Master System- Europe Dec - 95 Wayne Gretzky SNES Dec - 95 Kawasaki Superbike SNES Aug - 95 Primal Rage SNES Jun - 95 Super RBI SNES Blasteroids Computer Software Rolling Thunder Computer Software Dec - 95 Primal Rage Sony PSX Dec - 95 Zero Divide Sony PSX Klax NEC Turbografix Return Fire Sony PSX Constructor Sony PSX T-MEK Sony PSX Schedule A; Page 13
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Area 51 Sony PSX Wayne Gretzky II Sony PSX Wheels Sony PSX Schedule A; Page 14
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SCHEDULE 1 --------- PROJECTS IN PROCESS ------------------- (ATARI PC Games) --------------- TITLE PLATFORM Area 51 CD-ROM Constructor Win '95/Mac-CD Crisis Win '95 Dark Hermetic Order PC CD-ROM Gretzky Hockey PC CD-ROM Gretzky II Win '95 Primal Rage Mac-CD RBI 96 EBM PC; CD-ROM Return Fire CD-ROM T-Mek PC; CD-ROM
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SCHEDULE 2 ---------- PROJECTS IN PROCESS ------------------- (HOME VIDEO GAMES) ------------------ TITLE PLATFORM ----- -------- Area 51 Saturn; PSX Constructor PSX Gretzky 11 PSX Gretzky Arcade Ultra 64 Last Gladiators Saturn Power Drive Jaguar Primal Rage Saturn; PSX Return Fire PSX; Saturn T-Mek PSX Toonfighter PSX Virtua Racing Saturn Wheels (Driver) PSX Zero Divide PSX

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10-Q’ Filing    Date First  Last      Other Filings
6/30/03610-Q,  NT 10-K
6/30/016710-K,  10-K/A
6/30/00610-K/A,  10-KT
6/30/96210-Q
Filed on:5/14/96
For Period End:5/1/96
3/27/963
2/23/967
3/31/9515
12/28/9413
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Filing Submission 0000950130-96-001703   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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