Atari Corporation ANNUAL REPORT 1993 TO OUR SHAREHOLDERS: As discussed in last year's President's message, we were developing a new multi-media entertainment system called Jaguar. I am happy to report that in the fourth quarter of 1993, we successfully launched the Atari Jaguar, our 64-bit multi-media entertainment system in New York and San Francisco. The Atari Jaguar was recently named the industry's "Best New Game System" ( Vi'deoGames Magazine), "Best New Hardware System" (Game Informer), and "1993 Technical Achievement of the Year" (DieHard GameFari). In April 1994, the Jaguar was given the European Computer Trade Show Award for "Best Hardware of the Year." Jaguar is the only 64-bit multi-media entertainment system in the market today. I'm proud of the fact that the Atari Jaguar is the only video game machine built in the U.S.A. Having developed the hardware, our emphasis is now the development of advanced interactive software. We are currently developing over twenty-five software titles, such as Alien vs. Predator, Kasumi Ninja and Star Raiders 2000. In March of 1994, we released Tempest 2000 , made exclusively for the Jaguar. This game won "Game of the Month" awards from leading magazines and showcases the Jaguar's capabilities. To insure that the Jaguar will have a supply of good software, we are licensing to third party publishers and developers. We now have over 125 such licensees and the first third-party software will be on the market in the third quarter of 1994. The following is a short list of some of our software partners: Time Warner Interactive, Twentieth Century Fox Interactive, Virgin Games, Ocean, U.S. Gold, Williams Interactive, Activision, JVC Music Industries, Id Software, and Accolade. Our management team is committed to making Jaguar a success, not only in its hardware technological superiority, but also in its entertainment value, advertising campaigns, and the operations necessary to achieve our goals. In the fourth quarter of 1994, we will introduce a CD-ROM peripheral for the Atari Jaguar. The CD-ROM peripheral will play Jaguar software on CD and regular audio CD's. Also in development now is a full motion video cartridge which will enable the CD-ROM to play movies. In May of 1994, we licensed the Jaguar technology to Sigma Designs. This will allow for the incoporation of the Jaguar 64-bit technology with Sigma's Reel-Magic full-motion video PC card. The Jaguar's market potential will expand by over 10 million users who will be able to play Jaguar software titles on their IBM compatibles. This PC card should be available by year's end. Turning to our operations for a moment, we have completed our restructuring and consolidation around the world. As the business grows, we will reap the benefits of our streamlined central distribution in Europe and consolidation of U.S. operations. In order to insure the long term success of Jaguar, we need to raise capital. As part of this process, we sold an additional 1.5 million shares to Time Warner Inc. for a total of $12.8 million. Including this transaction, Time Warner Inc. now has approximately 27% ownership of the Company. We will also continue to study additional financing opportunities. As we did last year, our annual report is comprised of the President's Message and a reproduction of the 10K. I suggest you read the 10K for a more detailed description of Jaguar and the results of operation for 1993. For their continued support, I thank our shareholders, suppliers, developers, licensees, employees and customers. Sincerely, Sam Tramiel President UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 1 3 OR 1 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 1 , 1 994 OR TRANSITION REPORT PURSUANT TO SECTION 1 3 OR 1 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-9281 ATARI CORPORATION (Registrant) NEVADA 77-0034553 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1196 Borregas Ave. Sunnyvale, CA 24089 (Address of principal (Zip Code) executive offices) Telephone: (408) 745-2000 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Name of each exchange Title of each class on which both are registered Common Stock (par value $.01) American Stock Exchange 5Va% Convertible Subordinated Debentures filed Section 13 or 15(d) of the Indicate by check mark whether the Registrant (1) has filed all reports required to be by that the registrant was required to Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period for the past days. file such reports), and (2) has been subject to such filing requirements 90 Yes X No is not contained herein, and Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K or information statements incorporated by will not be contained, to the best of registrant's knowledge, in definitive proxy this 10-K. reference in Part III of this Form 10-K or any amendment to Form [ X ] sale price of The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing Exchange was $94,630,828. Shares of Common Stock held by its Common Stock on March 24, 1994 on the American Stock outstanding Stock have been excluded and each officer and director and by each person who owns 5% or more of the Common of officer or affiliate status is not such persons may under certain circumstances be deemed to be affiliates. This determination necessarily a conclusive determination for other purposes. Common Stock (par value $.01) of Registrant outstanding at March 24, 1994 - 57,223,862 shares. DOCUMENTS INCORPORATED BY REFERENCE connection with the Annual Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in into Part IH hereof. Meeting of Shareholders to be held June 1 7, 1 994 are incorporated by reference -3 - PART I Item 1. BUSINESS General Atari Corporation ("Atari" or the "Company") was incorporated under the laws of Nevada in May 1984. Atari designs and markets interactive multimedia entertainment systems and related software and peripheral products. In July 1984, Atari acquired certain video game and microcomputer assets from the Atari, Inc. subsidiary of Warner Communications, Inc. ("WO") (now Time Warner, Inc.), in exchange for, among other considerations, 14,200,000 shares of the Company's Common Stock. Time Warner, Inc. holdings represent approximately 25% of the Company's outstanding Common Stock. As more fully described in Note 15 to the Consolidated Financial Statements, the Company entered into an agreement on March 24, 1994 to sell an additional 1,500,000 shares of Common Stock to Time Warner, Inc. After the completion of this transaction, Time Warner will hold approximately 27% of the Company's outstanding shares of Common Stock. The Company operates in one industry segment — the design, sale and servicing of consumer electronic products. Principal Products The Company's principal products are Jaguar, a 64-bit interactive multimedia entertainment system, along with related game software and peripheral products; Lynx, a 16-bit portable color hand-held video game, related game software and accessory products, and the Falcon030 series of personal computers. Jaguar The Company introduced, in late November 1993, the Atari 64-bit Jaguar Interactive Multimedia System into the New York and San Francisco markets. The retail price is $249.95, which includes a Jaguar, a controller and a software title named "CyberMorph." This limited rollout was necessitated because of restricted supply during the production startup. The introduction of Jaguar was supported with marketing in both metropolitan areas and was seen in an advertising campaign on television by its target audience. Retail sale reports for the November through December period were encouraging. The Jaguar is a 64-bit interactive multimedia system that incorporates two proprietary chips that the Company developed in its own facilities. The chips are named "TOM" and "JERRY." The Jaguar incorporates five processors: 1. Graphics Processing Unit (GPU) 2. Digital Signal Processor (DSP) 3. Object Processor 4. BLITTER 5. 68000 The first four processors above are located in proprietary chips and the 68000 is a standard Motorola microprocessor. The computational speed of the system is approximately 55 MIPS and the bus bandwidth is 106.4 megabytes per second. The video features include 24-bit graphics with up to 16 million colors and a 3-D engine which can render 3-D shaded or texture map polygons in real time. The system also supports real time texture mapping which allows for realistic surfaces to be applied over the 3-D polygons. The Company believes the graphics of the Jaguar video are equal to or superior to any other system currently available. 16-bit The sound system is based on a high-speed custom DSP dedicated to audio. The audio is CD This quality, from cartridge based software, and can be processed from simultaneous sources of audio data. allows for very realistic sounds in the software and includes human voices. Through the use of a compression technology customized by the Company, code named "JAGPEG." software developers can compress data to the point that a 100-megabit game can fit into a 16-megabit ROM of cartridge. This allows for more exciting experiences both visually and in game play due to the vast amount data available.