As filed with the Securities and Exchange Commission on September 14, 2004.
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 (I.R.S. Employer Identification No.)
of 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)
Richard W. Roedel, Chairman and 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
Aggregate Proposed Maximum
Title of Securities to Offering Price Aggregate Offering Amount of Registration
be Registered Amount to be Registered (1) Per Share(2) Price (2) Fee
- ------------------------ --------------------------- ----------------- ------------------- ----------------------
Common Stock, par value 2,000,000 shares $31.44 $62,880,000 $7,966.90
$.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: (i) as to 717,500
shares of the Registrant's common stock that may be issued upon the exercise of
outstanding options granted under the Plan, upon the exercise prices of such
options, and (ii) as to the remaining 1,282,500 shares of the Registrant's
common stock reserved for issuance upon the exercise of options that may be
granted under the Plan, upon the average of the high and low sales prices of the
Registrant's common stock as reported by Nasdaq on September 9, 2004.
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 2,000,000 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 June
17, 2004. These 2,000,000 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 and the 1,000,000 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. 333-106171) (the "Prior Registration
Statements"). Pursuant to Instruction E of Form S-8, the contents of the Prior
Registration Statements 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 14th day of
September 2004.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
By: /s/ Richard W. Roedel
--------------------------------------
Richard W. Roedel
Chief Executive Officer
Each person whose signature appears below authorizes each of Richard W.
Roedel and Karl H. Winters, 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/ Richard W. Roedel Chairman of the Board and Chief Executive September 14, 2004
- --------------------------------- Officer (Principal Executive Officer)
Richard W. Roedel
/s/ Karl H. Winters Chief Financial and Accounting Officer September 14, 2004
- ---------------------------------
Karl H. Winters
/s/ Paul Eibeler Director September 14, 2004
- ---------------------------------
Paul Eibeler
/s/ Robert Flug Director September 14, 2004
- ---------------------------------
Robert Flug
/s/ Steven Tisch Director September 14, 2004
- ---------------------------------
Steven Tisch
Director , 2004
- ---------------------------------
Oliver R. Grace, Jr.
/s/ Todd Emmel Director September 14, 2004
- ----------------------------------
Todd Emmel
/s/ Mark Lewis Director September 14, 2004
- ---------------------------------
Mark Lewis
/s/ Barbara A. Kaczynski Director September 14, 2004
- --------------------------------
Barbara A. Kaczynski
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 the Signature
Page of this Registration Statement)
Exhibit 5
[LETTERHEAD OF BLANK ROME LLP]
September 14, 2004
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
2,000,000 shares of the Company's common stock (the "Plan Shares") issuable upon
exercise of options granted or 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 February 12, 2004 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, 2003.
/s/ PricewaterhouseCoopers LLP
New York, New York
September 14, 2004