UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 9, 2008

 

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

0-29230

 

51-0350842

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

622 Broadway, New York, New York

 

10012

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (646) 536-2842

 

(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 7.01                                             Regulation FD

 

                                                On April 9, 2008, Take-Two Interactive Software, Inc. (the “Company”) issued a press release relating to the webcast of its Annual Meeting of Stockholders to be held on Thursday, April 17, 2008 at 6:30 p.m. Eastern Time.  The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01                                             Financial Statements and Exhibits

 

                                                (d)                                 Exhibits:

 

99.1                           Press Release entitled “Take-Two Interactive Software, Inc. to Webcast Annual Meeting of Stockholders” issued April 9, 2008 by Take-Two Interactive Software, Inc.

 

 

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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.

 

 

TAKE-TWO INTERACTIVE SOFTWARE, INC.

 

(Registrant)

 

 

 

 

 

 

 

By:

/s/ Daniel P. Emerson

 

 

Daniel P. Emerson

 

 

Vice President, Associate General Counsel and Secretary

 

Date:  April 9, 2008

 

 

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EXHIBIT INDEX

 

Exhibit

 

 

99.1

 

Press Release entitled “Take-Two Interactive Software, Inc. to Webcast Annual Meeting of Stockholders” issued April 9, 2008 by Take-Two Interactive Software, Inc.

 

 

4


Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

CONTACT

 

Meg Maise (Corporate Press/Investor Relations)

Take-Two Interactive Software, Inc.

(646) 536-2932

meg.maise@take2games.com

 

Brunswick Group

Steve Lipin

Nina Devlin

(212) 333-3810

taketwo@brunswickgroup.com

 

Take-Two Interactive Software, Inc. to Webcast Annual Meeting of Stockholders

 

New York, NY — April 9, 2008 — Take-Two Interactive Software, Inc. (NASDAQ: TTWO) today announced that the Company will provide a live listen-only webcast of the Annual Meeting of Stockholders to be held on Thursday, April 17, 2008 at 6:30 p.m. Eastern Time.  The webcast will be available via the internet by visiting http://ir.take2games.com.

 

Due to physical space constraints at the W Hotel Union Square, only stockholders of record as of February 19, 2008 who can show proof of ownership and valid identification will be admitted to the meeting. Individuals who own shares through a broker or other nominee should bring to the meeting a legal proxy, brokerage statement or other written proof of ownership. Representatives of institutional stockholders should bring a legal proxy or other proof that they are a representative of an institutional stockholder that held shares on February 19, 2008 and are authorized to vote on behalf of such institutional stockholder.

 

The webcast will provide the audio portion of the Annual Meeting only and does not constitute meeting attendance. In order to vote at the Annual Meeting, stockholders must either authorize a valid proxy or attend the Annual Meeting and vote in person.

 

About Take-Two Interactive Software, Inc.

 

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®3 and PlayStation®2 computer entertainment systems, PSP® (PlayStation®Portable) system, Xbox 360® and Xbox® 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 Games, 2K Sports and 2K Play, 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.

 

Important Legal Information

 

In connection with the tender offer commenced by Electronic Arts Inc., the Company has filed with the Securities Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9. The Company’s stockholders should read carefully the

 

 



 

 

Solicitation/Recommendation Statement on Schedule 14D-9 (including any amendments or supplements thereto) prior to making any decisions with respect to Electronic Arts’ tender offer because it contains important information. Free copies of the Solicitation/Recommendation Statement on Schedule 14D-9 and the related amendments or supplements thereto that the Company has filed with the SEC are available at the SEC’s website at www.sec.gov.

 

This press release may contain 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. 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. Further risks and uncertainties associated with Electronic Arts’ tender offer to acquire the Company’s outstanding shares are as follows: the risk that key employees may pursue other employment opportunities due to concerns as to their employment security with the Company; the risk that the acquisition proposal will make it more difficult for the Company to execute its strategic plan and pursue other strategic opportunities; the risk that the future trading price of our common stock is likely to be volatile and could be subject to wide price fluctuations; and the risk that stockholder litigation in connection with Electronic Arts’ tender offer, or otherwise, may result in significant costs of defense, indemnification and liability. Other important factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2007, in the section entitled “Risk Factors,” as updated in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2008, in the section entitled “Risk Factors.” All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made.

 

 


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