[10-18-99 02:11 PM ET] CENTERSPAN 8-K FILED TODAY INDICATES CENTERSPAN RECEIVED ONLY $12.75M PURSUANT TO THE GUILLEMOT $15M ACQUISITION OF THRUSTMASTER POTENTIALLY ALLEGEDLY AND MATERIALLY CONTRADICTING CEO HAUSMANNs SEPTEMBER 29TH "$20M WAR CHEST" REPRESENTATIONS REF/ centerspan.com and CONSISTENT WITH EARLIER WALLSTREETRADIO.COM NEWSWIRES CITING "...On October 1, 1999, CenterSpan Communications Corporation (formerly
ThrustMaster, Inc.) (the "Company") consummated the sale of substantially all of the Company's hardware business assets to Guillemot Corporation, S.A., a French societe anonyme ("Guillemot"), for approximately $15,000,000 in cash,
subject to potential adjustments in certain circumstances (the "Sale"). On October 4, 1999, the Company received $12,750,000 in cash from an escrow account established by the Company and Guillemot (the "Escrow Account") under
the terms of the Asset Purchase Agreement, dated July 26, 1999, between the Company and Guillemot (the "Agreement"). The remaining $2,250,000 in the Escrow Account will be held to secure certain purchase price adjustments under the terms of the Agreement...
PURCHASE PRICE AND ADJUSTMENTS
The purchase price for the assets sold by the Company was $15,000,000 in cash, subject to certain possible adjustments discussed below. $2,250,000 of the purchase price remains in the Escrow Account to secure these adjustments.
The purchase price is subject to downward adjustments in the event that Guillemot experiences certain levels of inventory return costs, price protection costs, or uncollectible accounts receivable with respect to the assets it acquired, each of which must exceed specified threshold amounts and certain reserve allowances established by the Company's management...The purchase price is also subject to a downward adjustment of $500,000 if (i) the License Agreement, dated as of March 1, 1997 (the "License Agreement"), between the Company and NASCAR, which was assigned to Guillemot, is not modified to allow Guillemot to sell the Company's NASCAR-branded inventory for an additional 90 days after the period already provided for in such agreement and (ii) the License Agreement is not extended or renewed by NASCAR..."*
* Source: freeedgar.com
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