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): April
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
|
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)
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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
April
16, 2007, Robert A. Bowman was appointed to the Registrant’s Board of Directors
to fill the vacancy created by an increase in the size of the Board of Directors
from seven to eight members (as previously disclosed in a Current Report on
Form
8-K filed by the Company on April 13, 2007). The Registrant expects that Mr.
Bowman will be appointed to the Audit Committee at a later date.
Mr.
Bowman, age 52, has been President and Chief Executive Officer of Major League
Baseball Advanced Media, L.P., the interactive media company of Major League
Baseball, since 2000. Mr. Bowman is a member of the board of directors of
Blockbuster Inc., World Wrestling Entertainment, Inc. and The Warnaco Group,
Inc., and serves as President of the Michigan Education Trust.
In
connection with his appointment to the Board of Directors and in accordance
with
the Registrant’s existing director compensation policy, on April 16, 2007 Mr.
Bowman received a grant from the Registrant of 6,000 shares of restricted common
stock of the Registrant and an option to buy 25,000 shares of common stock
of
the Registrant at an exercise price of $20.80, in each case vesting in three
equal annual installments commencing upon the first anniversary of the date
of
grant.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
99.1 Press
Release entitled “Take-Two Interactive Software, Inc. Appoints Robert A. Bowman
to Board of Directors; Company Appoints J Moses to Audit Committee” issued by
the Registrant on April 18, 2007.
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.
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(Registrant)
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By:/s/
Daniel P. Emerson
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Name:
Daniel P. Emerson
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Title:
Vice President and
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Associate
General Counsel
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Date:
April 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. Appoints Robert A. Bowman to Board of Directors
Company
Appoints J Moses to Audit Committee
New
York, NY - April 18, 2007
-
Take-Two Interactive Software, Inc. (NASDAQ: TTWO) announced today the
appointment of Robert A. Bowman to the Company's Board of Directors. The Company
also appointed current director J Moses to serve on Take-Two's Audit Committee.
Mr.
Bowman is President and Chief Executive Officer of Major League Baseball
Advanced Media, L.P., the interactive media company of Major League Baseball.
He
is a member of the board of directors of Blockbuster Inc., World Wrestling
Entertainment, Inc. and The Warnaco Group, Inc., and serves as President of
the
Michigan Education Trust.
Prior
to
joining Major League Baseball, Mr. Bowman was President and Chief Executive
Officer of Outpost.com (acquired by Fry’s Electronics), a global internet
retailer of consumer technology products. Before Outpost.com, Mr. Bowman was
President and Chief Operating Officer of ITT Corporation and prior to that
time,
Mr. Bowman was Treasurer for the State of Michigan pension system. A graduate
of
Harvard College, Mr. Bowman received his MBA from the Wharton School of the
University of Pennsylvania.
"We
are
very pleased to have Bob join the Take-Two Board of Directors,” said Strauss
Zelnick, Take-Two’s Chairman. “Bob’s tenure with Major League Baseball, as well
as his experience as an entrepreneur, a senior corporate and financial
executive, and his public sector service will provide Take-Two with tremendous
perspective. We look forward to drawing on his insight and
experience."
Mr.
Bowman commented, "I recognize the great talent at Take-Two and the amazing
opportunities in the video game industry. I am especially excited about joining
the Board of Directors as the new management revitalizes the
Company."
The
addition of Mr. Bowman to the Take-Two Board increases the number of directors
to eight, consisting of six independent directors and Take-Two's Chairman
Strauss Zelnick and Chief Executive Officer Ben Feder.
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 stockholder 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. 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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