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): September 19, 2006
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TAKE-TWO INTERACTIVE SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-29230 51-0350842
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
622 Broadway, New York, NY 10012
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (646) 536-2842
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Not Applicable
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d- 2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
On September 19, 2006, Take-Two Interactive Software, Inc. (the "Company")
received a written Staff Determination letter from The NASDAQ Stock Market,
stating that the Company is not in compliance with NASDAQ Marketplace Rule
4310(c)(14) because it has not filed its Quarterly Report on Form 10-Q for the
period ended July 31, 2006 as required by that rule.
The Company anticipated receipt of this letter because, as previously
announced, a Special Committee consisting of independent members of the
Company's Board of Directors is conducting an internal investigation of the
Company's stock option grants, which has delayed the filing of its Form 10-Q for
the period ended July 31, 2006.
The Company issued a press release on September 21, 2006 disclosing its
receipt of this NASDAQ Staff Determination notice. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The NASDAQ Staff Determination notice indicated that the Company's
securities will be delisted from The NASDAQ Stock Market unless the Company
requests a hearing before a NASDAQ Listing Qualifications Panel. Accordingly,
the Company will request a hearing before a NASDAQ Listing Qualifications Panel
to review the NASDAQ Staff Determination. The Company's common stock will remain
listed on The NASDAQ Global Select Market pending a decision by the Panel.
The Company intends to file its Form 10-Q for the period ended July 31,
2006 as soon as practical after the Special Committee concludes its
investigation and the Company and its independent auditors complete any related
accounting review.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release of Take-Two Interactive Software, Inc. dated September 21,
2006.
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.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Registrant)
By: /s/ Karl H. Winters
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Name: Karl H. Winters
Title: Chief Financial Officer
Date: September 21, 2006
INDEX TO EXHIBITS
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Exhibit No. Description
99.1 Press release of Take-Two Interactive Software, Inc.
dated September 21, 2006.
Exhibit 99.1
Take-Two Interactive Software, Inc. Receives NASDAQ Notice Regarding
Delayed Filing of Form 10-Q
NEW YORK--(BUSINESS WIRE)--Sept. 21, 2006--Take-Two Interactive
Software, Inc. (NASDAQ:TTWO) today announced that it has received a
NASDAQ Staff Determination letter indicating that the Company is not
in compliance with the filing requirements for continued listing on
The NASDAQ Stock Market, as set forth in Marketplace Rule 4310(c)(14).
Take-Two anticipated receipt of this notice because, as previously
announced, a Special Committee consisting of independent board members
is conducting an internal investigation of the Company's stock option
grants, which has delayed the filing of its Form 10-Q for the fiscal
third quarter ended July 31, 2006.
In accordance with NASDAQ procedures, Take-Two will request a
hearing with the NASDAQ Listing Qualifications Panel to review the
Staff Determination. The Company's shares will remain listed under the
ticker symbol TTWO on The NASDAQ Global Select Market pending a
decision by the Panel.
Take-Two intends to file its Form 10-Q as soon as practical after
the Special Committee concludes its investigation and the Company and
its independent auditors complete any related accounting review.
About Take-Two Interactive Software, Inc.
Headquartered in New York City, Take-Two Interactive Software,
Inc. is an integrated global developer, marketer, distributor and
publisher of interactive entertainment software games and accessories
for the PC, PlayStation(R) game console, PlayStation(R)2 computer
entertainment system, PSP(R) (PlayStation(R)Portable) system, Xbox(R)
and Xbox 360(TM) video game and entertainment systems from Microsoft,
Nintendo GameCube(TM), Nintendo DS(TM) and Game Boy(R) Advance. The
Company publishes and develops products through its wholly owned
labels Rockstar Games, 2K and 2K Sports, and Global Star Software; and
distributes products in North America through its Jack of All Games
subsidiary. Take-Two also manufactures and markets video game
accessories in Europe, North America and the Asia Pacific region
through its Joytech subsidiary. The Company maintains sales and
marketing offices in Cincinnati, New York, Toronto, London, Paris,
Munich, Madrid, Milan, Sydney, Breda (Netherlands), Auckland, Shanghai
and Tokyo. Take-Two's common stock is publicly traded on NASDAQ under
the symbol TTWO. For more corporate and product information please
visit our website at www.take2games.com.
All trademarks and copyrights contained herein are the property of
their respective holders.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: This press release contains forward-looking
statements made in reliance upon the safe harbor provisions of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The statements contained
herein which are not historical facts are considered forward-looking
statements under federal securities laws. Such forward-looking
statements are based on the beliefs of our management as well as
assumptions made by and information currently available to them. The
Company has no obligation to update such forward-looking statements.
Actual results may vary significantly from these forward-looking
statements based on a variety of factors. These risks and
uncertainties include the final conclusions of the Special Committee
and the Board of Directors concerning matters related to the Company's
stock option grants, including, but not limited to, the accuracy of
the stated dates of option grants and whether all proper procedures
were followed, the impact of any restatement of financial statements
of the Company or other actions that may be taken or required as a
result of such reviews; the timing of the completion of the Special
Committee's investigation; and the possibility that the Special
Committee's investigation or any governmental investigation may reveal
issues that the Company does not currently realize exist. In addition,
the investigation and possible conclusions of the Special Committee
may require additional expenses to be recorded; may adversely affect
the Company's ability to file required reports with the U.S.
Securities and Exchange Commission ("SEC") on a timely basis, the
Company's conclusions on the effectiveness of internal control over
financial reporting and disclosure controls and procedures, and the
Company's ability to meet the requirements of the NASDAQ Stock Market
for continued listing of the Company's shares; and may result in
claims and proceedings relating to such matters, including shareholder
litigation and actions by the SEC and/or other governmental agencies
and negative tax or other implications for the Company resulting from
any accounting adjustments or other factors. Other important factors
are described in the Company's Form 10-Q for the quarter ended April
30, 2006 in the section entitled "Risk Factors".
CONTACT: Take-Two Interactive Software, Inc.
Corporate Press/Investor Relations:
Jim Ankner, 646-536-3006
james.ankner@take2games.com