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): July
26, 2007
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TAKE-TWO
INTERACTIVE SOFTWARE, INC.
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(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
Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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
1.01. Entry into a Material Definitive Agreement
As
previously disclosed in the Registrant’s Current Report on Form 8-K filed on
April 4, 2007, the Registrant entered into a Management Agreement dated March
30, 2007 (the “Management Agreement”) with ZelnickMedia Corporation
(“ZelnickMedia”), pursuant to which ZelnickMedia provides financial and
management consulting services to the Registrant. Pursuant to the Management
Agreement, among other things, no earlier than 90 days nor later than 150 days
from March 30, 2007, the Registrant is required to grant to ZelnickMedia an
option to purchase a number of shares of the Registrant’s common stock equal to
2.5% of the outstanding common stock of the Registrant on a fully diluted basis
(collectively, the “Options”) and a number of shares of restricted common stock
of the Registrant (the “Shares”), in each case as more fully described in the
Management Agreement.
On
July
26, 2007, the Registrant and ZelnickMedia entered into an amendment to the
Management Agreement (the “Amendment”). The Amendment provides that the Options
will be granted on August 27, 2007, the 150th
day
following March 30, 2007 (the “Grant Date”), and that the number of Shares to be
granted to ZelnickMedia will be calculated on the Grant Date and issued upon
the
approval by the Company’s stockholders of (i) an amendment or a successor plan
to the Company’s Incentive Stock Plan, as amended, that covers the grant of the
Shares or (ii) the specific issuance of the Shares. The Amendment also provides
that the number of Options to be granted on the Grant Date will be calculated
based on the number of outstanding shares of common stock of the Registrant
on a
fully diluted basis as of the close of business on the date of the Amendment,
and that the Company will use its commercially reasonable efforts to obtain
stockholder approval of an amendment or a successor plan to its Incentive Stock
Plan, as amended, or specific stockholder approval no later than October 31,
2007. The description of the Amendment contained herein is qualified in its
entirety by reference to the full text of the Amendment, a copy of which is
filed as Exhibit
99.1 hereto
and which is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Amendment
dated July 26, 2007 to the Management Agreement dated March 30, 2007
between Take-Two Interactive Software, Inc. and ZelnickMedia
Corporation.
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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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| By: | /s/ Daniel P. Emerson | |
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Name:
Daniel P. Emerson
Title:
Vice President and Associate
General Counsel
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Date:
July 26, 2007
AMENDMENT
TO MANAGEMENT AGREEMENT
Dated
July 26, 2007
Reference
is made to the Management Agreement (the “Agreement”),
dated
March 30, 2007, by and between ZelnickMedia Corporation, a New York corporation
(“ZelnickMedia”)
and
Take-Two Interactive Software, Inc., a Delaware corporation (the “Company”).
The
Agreement provides in section 6 that certain equity interests will be issued
to
ZelnickMedia by the Company not later than 150 days after March 30, 2007.
ZelnickMedia and the Company have agreed to the following amendments to the
Agreement in respect of those interests:
1.
Date
of Grant and Determination.
The
options described in section 6(i) of the Agreement shall be issued on August
27,
2007 (the 150th
day
following March 30, 2007). In addition, the number of shares of restricted
stock
to be issued by the Company to ZelnickMedia under section 6(ii) of the Agreement
shall be determined as if they were issued on August 27, 2007, but will not
be
issued until the earlier of (x) the approval by the stockholders of the Company
of a stock incentive plan authorizing the grant of those shares or specific
stockholder approval of the issuance of those shares, or (y) October 31,
2007.
2.
Issuance
of Restricted Stock.
The
Company will use commercially reasonable efforts to obtain stockholder approval
of a stock incentive plan authorizing the grant of the shares of restricted
stock to be issued pursuant to section 6(ii) of the Agreement or specific
stockholder approval of the issuance of those shares by not later than October
31, 2007.
3.
Calculation
of Outstanding Stock.
For all
purposes under section 6 of the Agreement, the “outstanding common stock of the
Company on a fully diluted basis” to be used to calculate the option shares and
shares of restricted stock to be issued to ZelnickMedia shall be determined
as
of the date of this amendment (as opposed to the issuance date of those shares
or options, or any other date).
Except
as
expressly provided herein, the Agreement remains unchanged and in full force
and
effect. This amendment may be executed and delivered by each party hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original and both of which taken together shall constitute one and
the
same agreement. This Agreement and any dispute arising hereunder shall be
governed by and construed in accordance with the domestic laws of the State
of
Delaware, without giving effect to any choice of law or conflict of laws
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than
the
State of Delaware.
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ZELNICKMEDIA
CORPORATION
By:
/s/
Ben
Feder
Name:
Ben Feder
Title:
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TAKE-TWO
INTERACTIVE SOFTWARE, INC.
By:
/s/
Seth D.
Krauss
Name:
Seth D. Krauss
Title:
Executive Vice President and General
Counsel
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