4//SEC Filing
INFOGRAMES ENTERTAINMENT SA 4
Accession 0001293805-04-000001
CIK 0001002607other
Filed
Jun 16, 8:00 PM ET
Accepted
Jun 17, 7:43 PM ET
Size
15.8 KB
Accession
0001293805-04-000001
Insider Transaction Report
Form 4
ATARI INCATAR
INFOGRAMES ENTERTAINMENT SA
10% Owner
Transactions
- Sale
Call Option (obligation to sell)
2004-06-15−1→ 1 total(indirect: By California U.S. Holdings, Inc.)Exp: 2005-06-17→ Common Stock (12,000,000 underlying) - Purchase
Common stock, par value $0.01
2004-06-15$2.66/sh+1,400,000$3,719,380→ 80,459,669 total(indirect: By California U.S. Holdings, Inc.) - Purchase
Common stock, par value $0.01
2004-06-15+0→ 2,000,000 total(indirect: By Atari Interactive, Inc.)
Footnotes (5)
- [F1]On June 15, 2004 (the "Trade Date"), California U.S. Holdings, Inc. ("CUSH") a wholly-owned subsidiary of Infogrames Entertainment S.A. ("IESA"), entered into a transaction (the "Transaction") with Nexgen Capital Limited ("Nexgen"). Pursuant to the Transaction (i) Nexgen accepted delivery from CUSH of 10,600,000 shares (the "Transferred Shares") of common stock of Atari, Inc. (the "Company") and will make a payment to CUSH of $2.6567 per share (i.e. $28,161,020) (the "Initial Price") on the Effective Date (i.e. June 17, 2004), and (ii) as a collateral, CUSH paid to Nexgen $7,970,100 (the "Credit Cushion"). In the course of the Transaction, depending on the evolution of the stock price, CUSH may provide to Nexgen additional collateral. (continued in next footnote)
- [F2]CUSH has also agreed to use its best efforts to cause the Company to file a registration statement for the benefit of Nexgen pursuant to the registration rights agreement entered into by the parties, subject to approval of the Board of Directors of the Company. The payment obligations of CUSH pursuant to the Transaction are also secured by a parent company guarantee given by IESA. The Transaction will terminate on or about June 16, 2005 (the "Termination Date"). On the Termination Date, Cush will have two options: (A) the first option is to physically settle the Transaction by CUSH taking delivery from Nexgen of 12,000,000 shares of the Company and by CUSH paying to Nexgen $23,910,300 (i.e. the sum of the 12,000,000 shares at the Initial Price--$31,880,400--minus the Credit Cushion in the amount of $7,970,100); or (continued in next footnote)
- [F3](B) the second option is to cash settle the Transaction whereby (i) CUSH will receive from Nexgen an amount (the "Equity Amount"), if such amount is positive, calculated as 12,000,000 shares multiplied by the difference between (x) the final share price (determined based on the average price, weighted by volume, at which Nexgen sells Company shares related to the Transaction for purposes of cash settlement) minus (y) the Initial Price or (ii) if the Equity Amount is negative, CUSH will pay to Nexgen the absolute value of the Equity Amount. In addition, on the Termination Date, and subject to netting against other payments owing by CUSH, Nexgen will refund CUSH any additional collateral provided by CUSH. Until the Termination Date, CUSH will pay to Nexgen interest based on Libor plus 4% on a principal amount of $23,910,300 minus the value of any additional collateral provided by CUSH to Nexgen. (continued in next footnote)
- [F4]On the Termination Date, Nexgen may also receive an appreciation percentage calculated as 25% multiplied by 12,000,000 multiplied by the difference, if positive, between the final share price (determined as the average price of shares of the Company over the 25 trading days immediately preceding the settlement cycle ending on the Termination Date) and 120% of the Initial Price. The Transaction also provides for an early termination at the election of Nexgen in the event that: (i) the arithmetic average price of the stock of the Company for five successive trading days is less that $1.50, or (ii) CUSH enters into a transaction that, in the reasonable opinion of Nexgen, has a similar economic effect to the Transaction, or (iii) the Company has not filed a registration statement with the Securities and Exchange Commission, or if the Transferred Shares are not registered within a certain period of time. In any of those events, CUSH will have the choice of a physical or cash settlement.
- [F5]The reporting person disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
Documents
Issuer
ATARI INC
CIK 0001002607
Entity typeother
IncorporatedCA
Related Parties
1- filerCIK 0001100953
Filing Metadata
- Form type
- 4
- Filed
- Jun 16, 8:00 PM ET
- Accepted
- Jun 17, 7:43 PM ET
- Size
- 15.8 KB