As filed with the Securities and Exchange Commission on June 16, 2003. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 51-0350842 - ----------------------------------- ------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 622 Broadway, New York, New York 10012 -------------------------------- --------------- (Address of principal executive offices) (Zip Code) 2002 Stock Option Plan of Take-Two Interactive Software, Inc. ------------------------------------------------------------ (Full title of the plan) Jeffrey C. Lapin, Chief Executive Officer Take-Two Interactive Software, Inc. 622 Broadway New York, New York 10012 (Name and address of agent for service) (646) 536-2842 ------------------------------------------------------------ (Telephone number, including area code, of agent for service) Copy to: Robert J. Mittman, Esq. Ethan Seer, Esq. Blank Rome LLP 405 Lexington Avenue New York, New York 10174
CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Aggregate Maximum Title of Securities to Amount to be Offering Price Aggregate Amount of be Registered Registered (1) Per Share(2) Offering Price (2) Registration Fee - ---------------------- ---------------- --------------- ----------------- ---------------- Common Stock, par 1,000,000 shares $26.87 $26,870,000 $2,173.79 value $.01 per share (1) In addition, pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this registration statement also registers an indeterminate number of shares of the Registrant's common stock which may become issuable pursuant to the anti-dilution provisions of the Registrant's 2002 Stock Option Plan, as amended (the "Plan"). (2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457 under the Securities Act, based upon the average of the high and low sales prices of the Registrant's common stock as reported by Nasdaq on June 9, 2003. Pursuant to General Instruction E of Form S-8, the Registrant hereby makes the following statement: This Registration Statement on Form S-8 filed by the Registrant to register an additional 1,000,000 shares of its common stock which are issuable upon the exercise of options available for grant under the Plan, pursuant to an amendment to the Plan authorized by the stockholders of the Registrant on April 17, 2003. These 1,000,000 shares are in addition to the 3,000,000 shares of the Registrant's common stock which were previously registered pursuant to the Registrant's Registration Statement on Form S-8 (Commission File No. 333-99433) filed on September 11, 2002 (the "Prior Registration Statement"). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference.
Item 8. Exhibits. -------- Exhibit No. Description ----------- ----------- 5 Opinion of Blank Rome LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Blank Rome LLP (included in Exhibit 5) 24.1 Power of Attorney (included on the Signature Page of this Registration Statement) II-1
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on the 16th day of June 2003. TAKE-TWO INTERACTIVE SOFTWARE, INC. By: /s/ Jeffrey C. Lapin ----------------------------- Jeffrey C. Lapin Chief Executive Officer Each person whose signature appears below authorizes each of Ryan A. Brant and Jeffrey C. Lapin, or either of them acting individually, as his true and lawful attorney-in-fact, each with full power of substitution, to sign the Registration Statement on Form S-8 of Take-Two Interactive Software, Inc., including any and all pre-effective and post-effective amendments, in the name and on behalf of each such person, individually and in each capacity stated below, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ Ryan A. Brant Chairman of the Board June 16, 2003 - --------------------------------- Ryan A. Brant /s/ Jeffrey C. Lapin Chief Executive Officer and Director June 16, 2003 - --------------------------------- (Principal Executive Officer) Jeffrey C. Lapin /s/ Karl H. Winters Chief Financial and Accounting Officer June 16, 2003 - --------------------------------- Karl H. Winters /s/ Robert Flug Director June 16, 2003 - --------------------------------- Robert Flug /s/ Steven Tisch Director June 16, 2003 - --------------------------------- Steven Tisch /s/ Oliver R. Grace, Jr. Director June 16, 2003 - --------------------------------- Oliver R. Grace, Jr. /s/ Todd Emmel Director June 16, 2003 - --------------------------------- Todd Emmel /s/ Mark Lewis Director June 16, 2003 - --------------------------------- Mark Lewis /s/ Richard W. Roedel Director June 16, 2003 - --------------------------------- Richard W. Roedel II-2
Exhibit Index Exhibit No. Description - ----------- ----------- 5 Opinion of Blank Rome LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Blank Rome LLP (included in Exhibit 5) 24.1 Power of Attorney (included on Signature Page of the Registration Statement)
Exhibit 5 [LETTERHEAD OF BLANK ROME LLP] June 16, 2003 Take-Two Interactive Software, Inc. 622 Broadway New York, New York 10012 Gentlemen: You have requested our opinion with respect to the offering by you, Take-Two Interactive Software, Inc., a Delaware corporation (the "Company"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933, as amended (the "Act"), of up to 1,000,000 shares of the Company's common stock (the "Plan Shares") issuable upon exercise of options to be granted under the Company's 2002 Stock Option Plan, as amended (the "Plan"). We have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of such documents and corporate and public records as we deemed necessary as a basis for the opinion hereinafter expressed. With respect to such examination, we have assumed the genuineness of all signatures appearing on all documents presented to us as originals, and the conformity to the originals of all documents presented to us as conformed or reproduced copies. Where factual matters relevant to such opinion were not independently established, we have relied upon representations of executive officers of the Company. Based upon the foregoing, it is our opinion that the Plan Shares, when sold, paid for and issued as contemplated by the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement, and to the use of our name as your counsel in connection with the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder. Very truly yours, /s/ Blank Rome LLP BLANK ROME LLP
Exhibit 23.1 Consent of Independent Accountants We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 19, 2002 relating to the financial statements and financial statement schedule, which appears in Take-Two Interactive Software, Inc.'s Annual Report on Form 10-K for the year ended October 31, 2002. /s/ PricewaterhouseCoopers LLP New York, New York June 16, 2003