UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): January
19, 2006
TAKE
TWO
INTERACTIVE SOFTWARE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-29230
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51-0350842
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of Incorporation)
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File
Number)
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Identification
No.)
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622
Broadway, New York, NY
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10012
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (646)
536-2842
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
January 19, 2006, Barbara A. Kaczynski resigned from the Registrant’s Board of
Directors and her related positions as Chair of the Registrant’s Audit Committee
and member of the Registrant’s Corporate Governance Committee. On January 19,
2006, Ms. Kaczynski delivered a letter of resignation to the Registrant’s Board
of Directors, a copy of which is attached hereto as Exhibit 17.1. A further
letter on behalf of Ms. Kaczynski is attached hereto as Exhibit 17.2.
On
January 24, 2006, Michael J. Malone, age 61, was appointed as a
director of the Registrant. From May 2001 through February 7, 2005, Mr. Malone
served as non-executive Chairman of Maxide Acquisition, Inc., the holding
company for DMX Music, Inc. (formerly AEI Music Network, Inc.), a supplier
of
music services that he founded in 1971. On February 14, 2005, Maxide
Acquisition, Inc. filed for Chapter 11 protection with the U.S. Bankruptcy
Court
for the District of Delaware. From 2001 through 2004, Mr. Malone served as
non-executive Chairman of DMX Music and from 1971 through 2001, Mr. Malone
served as Chief Executive Officer and non-executive Chairman of AEI Music
Network, Inc. From 1995 through 2005, Mr. Malone served as Chairman of MTM
Management, a national hotel management company. Since 1985, Mr. Malone has
served as Chairman of Erin Air, Inc., a national jet charter company based
in
Seattle. Since 1999, Mr. Malone has served on the Board of Directors and Audit
Committee of Expeditors International of Washington, Inc., a global logistics
services company. Mr. Malone received a B.A. in Business Administration from
the
University of Washington in 1967.
Todd
Emmel, a member of the Registrant’s Audit Committee, has been appointed acting
Chairman of that committee and Robert Flug, the Chairman of the Registrant’s
Compensation Committee and a member of the Registrant’s Audit Committee, has
been appointed interim non-executive Chairman of the Registrant’s Board of
Directors.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
17.1
Letter from Barbara Kaczynski dated January 19, 2006.
17.2
Letter on behalf of Ms. Kaczynski dated January 24, 2006.
-2-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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TAKE-TWO
INTERACTIVE SOFTWARE, INC.
(Registrant)
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| By: | /s/ Karl H. Winters | |
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Name: Karl H. Winters |
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| Title: Chief Financial Officer | ||
Date:
January 25, 2006
-3-
BARBARA
A. KACZYNSKI
124
Dornoch Court
Ponte
Vedra Beach, Florida 32082
January
19, 2006
The
Board
of Directors
Take-Two
Interactive Software, Inc.
622
Broadway
New
York,
New York 10012
Dear
Gentlemen:
This
is
to inform you that, effective immediately, I resign my position as a member
of
the Board of Directors of Take-Two Interactive Software, Inc. and the related
positions as Chair of the Audit Committee and member of the Governance
Committee.
I
wish
you all the best of luck in your efforts to judiciously guide this company
in
the days and weeks ahead.
Sincerely
yours,
Barbara
A. Kaczynski
[Covington
& Burling Letterhead]
January
24, 2006
FEDERAL
EXPRESS
Robert
J.
Mittman, Esq.
Blank
Rome LLP
The
Chrysler Building
405
Lexington Avenue
New
York,
NY 1 0 1 74
Re: Barbara
A. Kaczynski
Dear
Mr.
Mittman:
As
you
know, we have just been retained to represent Barbara Kaczynski. I write in
response to your email of Friday, January 20, 2006, to Ms. Kaczynski, regarding
her resignation from the board of directors of Take-Two Interactive Software,
Inc. (“Take-Two”).
Your
email seeks confirmation from Ms. Kaczynski that her resignation from Take-Two’s
board was not due to a disagreement with management of the type requiring
disclosure under Item 5.02(a) of S.E.C. Form 8-K. Your email further asks Ms.
Kaczynski to approve draft language describing the circumstances surrounding
her
resignation, which language the company intends to include in its upcoming
Form
8-K disclosure.
Ms.
Kaczynski does not know whether her resignation is of a type requiring
disclosure under SEC rules and she does not feel able to express a view with
respect to the language the Company intends to include in its Form 8-K
disclosure about the resignation.
However,
she is able to express to you directly the reasons why she resigned. During
Ms.
Kaczynski’s tenure as a board member and chair of the audit committee, several
matters requiring the board’s attention caused Ms. Kaczynski concern. These
matters included Take Two’s discovery of illicit images depicted in its “Grand
Theft Auto” videogame, the Federal Trade Commission’s investigation of Take-Two
following that discovery, and various SEC inquiries directed at Take-Two and
its
employees.
More
recently, in connection with preparation of the 10-K and its late filing, Ms.
Kaczynski’s concerns have risen significantly because of what she views as an
increasingly unhealthy relationship between senior management and the board
of
directors. In her experience, management’s interactions with the board were
characterized by a lack of cooperation and respect. Moreover, Ms. Kaczynski
felt
that management failed to keep the board informed of important issues facing
the
company or failed to do so in a timely fashion. In these circumstances, Ms.
Kaczynski decided to resign her position as a member of the board.
Robert
J.
Mittman, Esq.
January
24, 2006
Page
2
Please
do
not hesitate to contact me should you wish to discuss this matter.
| Very truly yours, | ||
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| /s/ Bruce A. Baird | ||
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Bruce
A. Baird
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