As
filed
with the Securities and Exchange Commission on June 22, 2005.
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
______________
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TAKE-TWO
INTERACTIVE SOFTWARE,
INC.
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(Exact
name of registrant as specified in
its charter)
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Delaware
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51-0350842
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(State
or other jurisdiction of
incorporation
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(I.R.S.
Employer Identification
No.)
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or
organization)
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622
Broadway, New York, New
York
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10012
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(Address
of principal executive
offices)
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(Zip Code)
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2002
Stock Option Plan of Take-Two
Interactive Software, Inc.;
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Incentive
Stock Plan of
Take-Two Interactive Software, Inc.
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(Full
title of the
plan)
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Paul
Eibeler, Chief Executive Officer and President
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
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CALCULATION
OF REGISTRATION FEE
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||||
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Title
of Securities to
be
Registered
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Amount
to be Registered
(1)
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Proposed
Maximum
Aggregate
Offering
Price
Per
Share(2)
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Proposed
Maximum
Aggregate
Offering
Price (2)
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Amount
of Registration
Fee
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Common
Stock, par value $.01 per share
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3,000,000
shares
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$
28.15
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$84,450,000
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$9,939.77
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(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 “2002 Plan”) and the Registrant’s Incentive Stock Plan (the
“Incentive 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 20,
2005.
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 (i)
an
additional 2,000,000 shares of its common stock which are issuable upon the
exercise of options available for grant under the 2002 Plan, pursuant to an
amendment to the 2002 Plan authorized by the stockholders of the Registrant
on
June 16, 2005 and (ii) an additional 1,000,000 shares of its common stock which
may be awarded under the Incentive Plan pursuant to an amendment to the
Incentive Plan authorized by the stockholders of the Company on June 16, 2005.
The 2,000,000 additional shares of the Registrant’s common stock under the 2002
Plan are in addition to the following shares (adjusted for a 3-2 stock split
in
the form of stock dividend effected in April 2005) of the Registrant’s common
stock which were previously registered pursuant to the Registrant’s Registration
Statements on Form S-8:(a) 4,500,000 shares (Commission File No. 333-99433)
filed on September 11, 2002, (b) 1,500,000 shares (Commission File No.
333-106171) filed on June 16, 2003; and (c) 3,000,000 shares (Commission File
No. 333-118984) filed on September 14, 2004 (the “2002 Plan Prior Registration
Statements”). The 1,000,000 additional shares of the Registrant’s common stock
under the Incentive Plan are addition to the 1,086,479 post 3-2 -split shares
previously registered pursuant to the Registrant’s Registration Statement on
Form S-8 (Commission File No. 333-121555) filed on December 22, 2004 (the
“Incentive Plan Prior Registration Statement”). Pursuant to Instruction E of
Form S-8, the contents of the 2002 Plan Prior Registration Statements and the
Incentive Plan Prior Registration Statement are hereby incorporated by
reference.
Item
8. Exhibits.
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Exhibit
No.
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Description
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5
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Opinion
of Blank Rome LLP
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of Blank Rome LLP (included in Exhibit 5)
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24.1
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Power
of Attorney (included on the Signature Page of this Registration
Statement)
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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 22nd day of June 2005.
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | ||
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| By: | /s/ Paul Eibeler | |
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Paul Eibeler |
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| Chief Executive Officer and President | ||
Each
person whose signature appears below authorizes each of Paul Eibeler 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.
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Signature
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Title
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Date
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/s/
Paul Eibeler
Paul
Eibeler
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Chief
Executive Officer, President and Director (Principal Executive
Officer)
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June
22, 2005
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/s/
Karl H. Winters
Karl
H. Winters
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Chief
Financial Officer (Principal Financial and Accounting
Officer)
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June
22, 2005
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/s/
Todd Emmel
Todd
Emmel
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Director
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June
22, 2005
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/s/
Robert Flug
Robert
Flug
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Director
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June
22, 2005
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/s/
Oliver R. Grace, Jr.
Oliver
R. Grace, Jr.
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Director
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June
22, 2005
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/s/
Barbara A. Kaczynski
Barbara
A. Kaczynski
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Director
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June
22, 2005
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/s/
Mark Lewis
Mark
Lewis
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Director
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June
22,2005
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/s/
Steven Tisch
Steven
Tisch
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Director
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June
22, 2005
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Exhibit
Index
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Exhibit
No.
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Description
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5
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Opinion
of Blank Rome LLP
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of Blank Rome LLP (included in Exhibit 5)
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24.1
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Power
of Attorney (included on the Signature Page of this Registration
Statement)
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Exhibit
5
[LETTERHEAD
OF BLANK ROME LLP]
June
22,
2005
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: (i)
2,000,000 shares of the Company's common stock (the "2002 Plan Shares") issuable
upon exercise of options (“Stock Options”) granted or to be granted under the
Company’s 2002 Stock Option Plan, as amended (the "2002 Plan") and (ii)
1,000,000 shares of the Company’s common stock (the "Incentive Plan Shares")
issuable upon the future grant of stock-based awards (collectively, the "Plan
Awards") under the Company’s Incentive Stock Plan (the "Incentive
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 and
other
authorized representatives of the Company.
Based
upon the foregoing, it is our opinion that: (i) the 2002 Plan Shares, when
sold,
paid for and issued as contemplated by the terms of the 2002 Plan and the Stock
Options, will be validly issued, fully paid and nonassessable and (ii) the
Incentive Plan Shares, when paid for and issued as contemplated by the Incentive
Plan and the Plan Awards, 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 REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby
consent to the incorporation by reference in this Registration Statement on
Form
S-8 of our report dated December 15, 2004 relating to the consolidated financial
statements and financial statement schedule of Take-Two Interactive Software,
Inc., which appears in Take-Two Interactive Software, Inc.’s Annual Report on
Form 10-K for the year ended October 31, 2004.
/s/
PricewaterhouseCoopers LLP
New
York,
New York
June
22,
2005