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): March
16, 2007
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
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File
Number)
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Identification
No.)
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Incorporation)
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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)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
March
16, 2007 the Registrant amended the first clause of Article III, Section 7
of
its Bylaws to provide that Special meetings of its Board of Directors may be
called by the president on reasonable notice to each director, either personally
or by mail or by facsimile or by electronic transmission.
Prior
to
the amendment, the first clause of Article III, Section 7 of the Bylaws had
provided that Special meetings of the board may be called by the president
on
ten day’s notice to each director, either personally or by mail or by telegram.
On
March
16, 2007 the Registrant also amended the second sentence of Article IV, Section
1 of its Bylaws to add a provision providing that notice required to be given
to
any director may also be made by any manner permissible under the Delaware
General Corporation Law.
Prior
to
the amendment, Article IV, Section 1 of the Bylaws had provided that whenever,
under the provisions of the statutes or of the certificate of incorporation
or
of the Registrant’s by-laws, notice was required to be given to any director or
stockholder, it shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or stockholder,
at
his address as it appears on the records of the Registrant, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail, and that notice to directors
may
also be given by telegram.
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit
3(ii)
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Amendments
dated March 16, 2007 to the Registrant’s
Bylaws
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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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| Date: March 22, 2007 | By: | /s/ Paul Eibeler |
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Name: Paul Eibeler |
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| Title: President and CEO | ||
Exhibit
3.(ii)
Article
III, Section 7 of the Bylaws of Take-Two Interactive Software, Inc. as amended
on March 16, 2007 is as follows:
Section
7.
Special
meetings of the Board may be called by the president on reasonable notice
to
each director, either personally or by mail or by facsimile or by electronic
transmission;
special
meetings shall be called by the president or secretary in like manner and
on
like notice on the written request of two directors unless the board consists
of
only one director; in which case special meetings shall be called by the
president or secretary in like manner and on like notice on the written request
of the sole director.
Article
IV, Section 1 of the Bylaws of Take-Two Interactive Software, Inc. as amended
on
March 16, 2007 is as follows:
Section
1. Whenever, under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice,
but
such notice may be given in writing, by mail, addressed to such director
or
stockholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given
at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram or by any other manner permissible
under
the Delaware General Corporation Law.