UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14A
Proxy
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Take-Two
Interactive Software, Inc.
(Name
of
Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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THE
DATE AND TIME OF THE ANNUAL MEETING HAS CHANGED.
PLEASE
NOTE THE NEW DATE AND TIME BELOW.
TAKE-TWO
INTERACTIVE SOFTWARE, INC.
622
Broadway
New
York, New York 10012
____________________
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD THURSDAY, MARCH 29, 2007
____________________
To
the
Stockholders of TAKE-TWO INTERACTIVE SOFTWARE, INC.:
NOTICE
IS
HEREBY GIVEN that the date and time of the Annual Meeting ("Annual Meeting")
of
Stockholders of Take-Two Interactive Software, Inc. (the "Company") has been
changed to, and will be held on, Thursday, March 29, 2007, at 4:00 P.M. local
time at the Hotel Gansevoort, 18 9th
Avenue,
New York, New York 10014 for the following purposes:
1. To
elect
six (6) directors to hold office until the next Annual Meeting of Stockholders
and until their respective successors have been duly elected and qualified;
2. To
consider and vote on a proposal to amend the Company’s Incentive Stock Plan to
increase the number of shares of Common Stock reserved for issuance under the
Plan by 2,000,000 shares;
3. To
consider and vote on a proposal to ratify the appointment of Ernst & Young
LLP as the Company’s independent registered public accounting firm to audit the
Company’s financial statements for its fiscal year ending October 31, 2007;
4. To
consider and vote on a shareholder proposal requesting that the Board’s
Compensation Committee, when setting executive compensation, include social
responsibility as well as corporate governance financial criteria in the
evaluation; if properly presented at the Annual Meeting; and
5. To
transact such other business as may properly come before the Annual Meeting
or
any adjournment or adjournments thereof.
Only
stockholders of record at the close of business on February 26, 2007 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
|
By
Order of the Board of Directors,
Daniel
P. Emerson
Associate
General Counsel and Secretary
|
March
19,
2007
FOR
IMMEDIATE RELEASE
CONTACT
Jim
Ankner
Take-Two
Interactive Software, Inc.
(646)
536-3006
james.ankner@take2games.com
Take-Two
Interactive Software, Inc. Reschedules Annual Meeting of Shareholders to March
29, 2007
New
York, NY - March 19, 2007
-
Take-Two Interactive Software, Inc. (NASDAQ: TTWO) announced today that the
Company has postponed its annual meeting scheduled for March 23, 2007 until
March 29, 2007. The meeting will be held at a time and location to be designated
in a revised Notice of Meeting, to be issued later today. The current record
date of February 26, 2007 for the annual meeting remains unchanged.
The
Company also announced that, in light of the expressed intention of a
shareholder group to act by written consent under certain circumstances, the
Board of Directors has set a record date of the close of business on March
29,
2007 for the purpose of determining the shareholders entitled to act by written
consent.
The
purposes of the Board’s actions are to provide additional time to review the
proposed actions of the shareholder group and also to evaluate alternative
courses of actions that could potentially be presented to the shareholders,
including a possible sale of the Company. An additional objective of the Board
is that shareholders, including the shareholder group, not take any action
that
would preclude an evaluation of any alternative that the Company might develop
and that could potentially be presented to shareholders. There is no assurance
that any specific alternative proposal will be forthcoming.
About
Take-Two Interactive Software
Headquartered
in New York City, Take-Two Interactive Software, Inc. is a global developer,
marketer, distributor and publisher of interactive entertainment software games
for the PC, PlayStation® game console, PlayStation®2 and PLAYSTATION®3 computer
entertainment systems, PSP® (PlayStation®Portable) system, Xbox® and Xbox 360™
video game and entertainment systems from Microsoft, Wii™, Nintendo GameCube™,
Nintendo DS™ and Game Boy® Advance. The Company publishes and develops products
through its wholly owned labels Rockstar Games, 2K and 2K Sports, and Global
Star Software; and distributes software, hardware and accessories in North
America through its Jack of All Games subsidiary. 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 matters relating to the
Special Committee’s investigation of the Company's stock option grants and the
restatement of our consolidated financial statements as well as the risks and
uncertainties stated in this release. The investigation and conclusions of
the
Special Committee may result in claims and proceedings relating to such matters,
including previously disclosed shareholder and derivative litigation and actions
by the Securities and Exchange Commission and/or other governmental agencies
and
negative tax or other implications for the Company resulting from any accounting
adjustments or other factors. In addition, there can be no assurance that the
actions taken or to be taken by the Company as described herein will ensure
the
continued listing of the Company’s common stock on NASDAQ. Other important
factors are described in the Company’s Annual Report on Form 10-K for the fiscal
year ended October 31, 2006 in the section entitled "Risk Factors".
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