As
filed
with the Securities and Exchange Commission on May 18, 2007.
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
______________
TAKE-TWO
INTERACTIVE SOFTWARE, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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51-0350842
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|
|
(State
or other jurisdiction of incorporation
or
organization)
|
(I.R.S.
Employer Identification
No.)
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|
622
Broadway, New York, New York
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10012
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|||
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(Address
of principal executive offices)
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(Zip
Code)
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Take-Two
Interactive Software, Inc. Incentive Stock Plan
(Full
title of the plan)
Benjamin
Feder, Chief Executive Officer
Take-Two
Interactive Software, Inc.
622
Broadway
New
York,
New York 10012
(Name
and
address of agent for service)
(646)
536-2842
(Telephone
number, including area code, of agent for service)
Copy
to:
Arnold
S.
Jacobs, Esq.
Proskauer
Rose LLP
1585
Broadway
New
York,
New York 10036
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CALCULATION
OF REGISTRATION FEE
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|||||||||||||
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Title
of Securities to be
Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum Offering Price Per
Share(2)
|
Proposed
Maximum Aggregate Offering
Price
(2)
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Amount
of Registration
Fee
(3)
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|||||||||
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Common
Stock, par value $.01 per share
|
2,000,000
shares
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$
|
18.99
|
$
|
37,980,000
|
$
|
1,165.99
|
||||||
(1)
Represents the additional number of shares of Take-Two Interactive Software,
Inc. (the “Corporation” or the “Registrant”) common stock, par value $.01 per
share (“Common Stock”), that may be granted under the Take-Two Interactive
Software, Inc. Incentive Stock Plan (as Amended in March 2007) (the “Incentive
Plan”).
(2)
Calculated solely for the purpose of determining the registration fee for this
offering pursuant to Rule 457 under the Securities Act, based upon the average
of the high and low sales prices of the Common Stock on May 16, 2007,
as
reported on the Nasdaq Stock Market.
(3)
Pursuant to General Instruction E of Form S-8, a filing fee is only being paid
with respect to registration of additional securities for the Incentive Plan.
Explanatory
Note
Pursuant
to General Instruction E of Form S-8, the Registrant hereby makes the following
statement:
This
Registration Statement on Form S-8 is filed by the Registrant to register an
additional 2,000,000 shares of Common Stock (the “Additional Shares”) which may
be awarded under the Incentive Plan pursuant to an amendment to the Incentive
Plan authorized by the stockholders of the Registrant on March 29, 2007. The
Additional Shares are in addition to the following shares (as adjusted for
a 3-2
stock split in the form of stock dividend effected in April 2005) of the Common
Stock which were previously registered pursuant to the following Registration
Statements on Form S-8: (a) 1,086,479 shares (Commission File No. 333-121555)
filed on December 22, 2004 and (b) 1,000,000 shares (Commission File No.
333-126049) filed on June 22, 2005 (the “Incentive Plan Prior Registration
Statements”) and increase the aggregate number of shares of Common Stock that
may be subject to awards under the Incentive Plan from 2,500,000 to 4,500,000.
Pursuant to Instruction E of Form S-8, the contents of the Incentive Plan Prior
Registration Statements are hereby incorporated by reference.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation
of Documents by Reference.
The
contents of each of the Incentive Plan Prior Registration Statements previously
filed with the Securities and Exchange Commission (the “Commission”) are
incorporated herein by reference. In addition, the following new documents
filed
with the Commission by the Corporation are incorporated herein by
reference:
(1) the
Corporation’s Annual Report on Form 10-K for the fiscal year ended October 31,
2006, filed with the Commission on February 28, 2007;
(2) the
Corporation’s Quarterly Reports on Form 10-Q for the fiscal quarters ended July
31, 2006 and January 31, 2007, filed with the Commission on March 1, 2007 and
March 12, 2007, respectively;
(3) the
Corporation’s Current Reports on Form 8-K filed with the Commission on November
6, 2006, December 11, 2006, January 22, 2007, January 30, 2007, February 23,
2007, March 6, 2007, March 22, 2007, April 4, 2007, April 13, 2007, and April
19, 2007; and
the
Company’s Current Report on Form 8-K/A filed
with the Commission on April 25, 2007;
(4) the
description of the Registrant’s Common Stock contained in its Registration
Statement on Form 8-A together with any amendment or report filed with the
Commission for the purpose of updating this description; and
(5) all
documents subsequently filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be
deemed to be incorporated by reference in this Registration Statement and to
be
part hereof from the date of filing such documents.
Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is
deemed to be incorporated by reference herein modifies or replaces such
statement. In no event will any information that the Corporation discloses
under
Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the Corporation
may from time to time furnish to the Commission be incorporated by reference
into, or otherwise become a part of, this Registration Statement. Any statement
contained in a document that is deemed to be incorporated by reference or deemed
to be part of this Registration Statement after the most recent effective date
may modify or replace existing statements contained in this Registration
Statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
II-1
Item
8. Exhibits.
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Exhibit
No.
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Description
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|
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5.1*
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Opinion
of Proskauer Rose LLP
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|
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23.1*
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Consent
of Ernst & Young LLP
|
|
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23.2*
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Consent
of PriceWaterhouse Coopers LLP
|
|
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23.3
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Consent
of Proskauer Rose LLP (included in Exhibit 5.1)
|
|
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24.1
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Power
of Attorney (included on the Signature Page of this Registration
Statement)
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|
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99.1
|
Take-Two
Interactive Software, Inc. Incentive Stock Plan (as Amended in March
2007)
(incorporated by reference to Appendix A to the Proxy Statement of
the
Registrant, filed with the Commission on February 28,
2007)
|
*Filed
herewith
II-2
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
New
York, State of New York, on the 18th
day of
May, 2007.
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | ||
| |
|
|
| By: | /s/ Benjamin Feder | |
|
Benjamin Feder |
||
| Chief Executive Officer | ||
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS that each person whose signature appears below hereby
constitutes and appoints Benjamin
Feder and Lainie Goldstein,
or each
of them individually, such person’s true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for and in such
person’s name, place and stead, in the capacities indicated below, to sign this
Registration Statement on Form S-8 of Take-Two
Interactive Software, Inc.
and any
and all amendments (including post-effective amendments) thereto, and to file
or
cause to be filed the same, with all exhibits thereto, and other documents
in
connection therewith, with the Securities and Exchange Commission, granting
unto
said attorneys-in-fact and agents, and each of them, full power and authority
to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as such person
might, or could, do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
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Signature
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Title
|
Date
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||
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/s/Benjamin
Feder
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Chief
Executive Officer and Director
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May
18, 2007
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||
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Benjamin
Feder
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(Principal Executive Officer) | |||
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/s/Lainie
Goldstein
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Interim
Chief Financial Officer
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May
18, 2007
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||
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Lainie
Goldstein
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(Principal Financial and Accounting Officer) | |||
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/s/Strauss
Zelnick
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Chairman
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May
18, 2007
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||
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Strauss
Zelnick
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||||
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/s/Grover
C. Brown
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Director
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May
16, 2007
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||
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Grover
C. Brown
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||||
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/s/John
F. Levy
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Director
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May
15, 2007
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||
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John
F. Levy
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||||
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/s/Michael
Dornemann
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Director
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May
16, 2007
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||
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Michael
Dornemann
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||||
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/s/Jon
J Moses
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Director
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May
16, 2007
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||
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Jon
J Moses
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||||
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|
Director
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||
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Michael
James Sheresky
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||||
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/s/Robert
A. Bowman
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Director
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May
18, 2007
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||
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Robert
A. Bowman
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II-3
Exhibit
Index
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Exhibit
No.
|
Description
|
|
|
5.1*
|
Opinion
of Proskauer Rose LLP
|
|
|
23.1*
|
Consent
of Ernst & Young LLP
|
|
|
23.2*
|
Consent
of PriceWaterhouse Coopers LLP
|
|
|
23.3
|
Consent
of Proskauer Rose LLP (included in Exhibit 5.1)
|
|
|
24.1
|
Power
of Attorney (included on the Signature Page of this Registration
Statement)
|
|
|
99.1
|
Take-Two
Interactive Software, Inc. Incentive Stock Plan (as Amended in March
2007)
(incorporated by reference to Appendix A to the Proxy Statement of
the
Registrant, filed with the Commission on February 28,
2007)
|
*Filed
herewith
 |
1585
Broadway
New
York, NY 10036-8299
Telephone
212.969.3000
Fax
212.969.2900
|
LOS
ANGELES
WASHINGTON
BOSTON
BOCA
RATON
NEWARK
NEW
ORLEANS
PARIS
|
May
18,
2007
Take-Two
Interactive Software, Inc.
622
Broadway
New
York,
New York 10012
Ladies
and Gentlemen:
We
are
acting as counsel to Take-Two Interactive Software, Inc., a Delaware corporation
(the “Company”),
in
connection with the filing of a Registration Statement on Form S-8 with exhibits
thereto (the “Registration
Statement”)
by the
Company under the Securities Act of 1933, as amended (the “Act”),
and
the rules and regulations thereunder, relating to the registration of up to
2,000,000 shares of common stock, par value $0.01 per share, of the Company
(the
“Shares”) that may to be issued by the Company upon the grant, vesting or
exercise of certain stock-based awards (the “Awards”) granted and to be granted
pursuant to the Take-Two Interactive Software, Inc. Incentive Stock Plan, as
amended (the “Plan”) pursuant to an amendment to the Plan approved by the
stockholders of the Company on March 29, 2007.
In
connection with the rendering of this opinion, we have examined originals or
copies of such documents, corporate records and other instruments as we have
deemed relevant, including, without limitation: (i) the certificate of
incorporation of the Company, as amended to date; (ii) the by-laws of the
Company, as amended to date; (iii) certain resolutions of the Board of Directors
of the Company relating to the authorization and issuance of the Shares; (iv)
certain resolutions of the stockholders of the Company relating to the adoption
of the amendment to the Plan; and (v) the Registration Statement, together
with
the exhibits filed as a part thereof.
We
have
made such examination of law as we have deemed necessary or advisable to express
the opinion contained herein. As to matters of fact relevant to this opinion,
we
have relied upon, and assumed without independent verification, the accuracy
of
certificates of public officials and officers of the Company. We have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of documents submitted to us as originals, the conformity to the
original documents of all documents submitted to us as certified, facsimile
or
photostatic copies, and the authenticity of the originals of such copies. We
have also assumed that certificates representing the Shares
will have been properly signed by authorized officers of the Company or their
agents.
Take-Two
Interactive Software, Inc.
May
18,
2007
Page
Based
upon the foregoing, and subject to the limitations, qualifications, exceptions
and assumptions expressed herein, it is our opinion that, assuming no change
in
the applicable law or pertinent facts, the Shares have been duly authorized
and,
when and to the extent issued in accordance with the terms of the Awards and
the
Plan, including payment of the applicable exercise price therefor, will be
validly issued, fully paid and non-assessable.
This
opinion is limited in all respects to the General Corporation Law of the State
of Delaware, as in effect on the date hereof, and we express no opinion as
to
the laws, statutes, rules or regulations of any other jurisdiction.
We
hereby
consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement. In giving the foregoing consent, we do not admit that we are in
the
category of persons whose consent is required under Section 7 of the Act, or
the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
This
opinion letter is rendered as of the date first written above and we disclaim
any obligation to advise you of facts, circumstances, events or developments
that hereafter may be brought to our attention and that may alter, affect or
modify the opinion expressed herein. Our opinion is expressly limited to the
matters set forth above and we render no opinion, whether by implication or
otherwise, as to any other matters relating to the Company, the Plan, the
holders of Awards or the Shares.
Very
truly yours,
/s/
PROSKAUER ROSE LLP
PROSKAUER
ROSE LLP
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in this Registration Statement on
Form
S-8 of our reports dated February 28, 2007, with respect to the
consolidated financial statements of Take-Two Interactive Software, Inc.,
Take-Two Interactive Software, Inc. management’s assessment of the
effectiveness of internal control over financial reporting, and the
effectiveness of internal control over financial reporting of Take-Two
Interactive Software, Inc. included in its Annual Report (Form 10-K) for
the year ended October 31, 2006, filed with the Securities and Exchange
Commission.
/s/
Ernst
& Young LLP
New
York,
New York
May
14,
2007
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby
consent to the incorporation by reference in this Registration Statement on
Form S-8 of Take Two Interactive Software, Inc. of our report dated
January 31, 2006, except for the effects of the restatement discussed in
Note 2 and the change in segments discussed in Note 15, for which the date
is
February 28, 2007 relating to the consolidated financial statements, which
appears in Take-Two Interactive Software, Inc.’s Annual Report on Form 10-K for
the year ended October 31, 2006.
/s/
PricewaterhouseCoopers LLP
PricewaterhouseCoopers
LLP
New
York,
New York
May
15,
2007