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): February
28, 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)
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.
Item
8.01 - Other Events.
On
February 28, 2007, Take-Two Interactive Software, Inc. (the “Company”)
entered into a three year employment agreement (“Employment Agreement”) with
Seth Krauss, Esq., pursuant to which Mr. Krauss will serve as Executive Vice
President and General Counsel of the Company effective March 12, 2007.
Pursuant
to the terms of the Employment Agreement, Mr. Krauss will receive an annual
base salary in the amount of $365,000, a one time bonus in the amount of
$50,000, and an additional annual bonus in an amount of up to 50% of his annual
base salary, based on the achievement of certain quantitative and qualitative
performance targets. The Company has agreed to grant to Mr. Krauss (i) five
year options to purchase a total of 100,000 shares of Common Stock of the
Company pursuant to the Company’s 2002 Stock Option Plan, as amended, to be
granted on April 2, 2007 and vesting as to one-third of such shares on each
of
the first, second and third anniversary of the date of grant; and (ii) 25,000
shares of restricted Common Stock under the Company’s Incentive Stock Plan, as
amended, to be granted upon the last to occur of (x) April 2, 2007 or (y) the
approval by the Company’s stockholders of an amendment to the Company’s
Incentive Stock Plan increasing the number of shares authorized to be issued
thereunder by at least 1,000,000 shares, vesting as to one-third of such shares
on each of the first, second and third anniversary of the date of grant (each,
a
“Vesting Date”). If such shares of restricted Common Stock are not granted prior
to any Vesting Date based on an April 2, 2007 grant date, the Company has agreed
to make additional cash payments to Mr. Krauss in an amount equal to the fair
market value of the shares that would have vested on such Vesting Date. The
Employment Agreement also provides for the Company to continue to pay Mr.
Krauss’ salary for certain specified periods of time if his employment is
terminated without cause or upon a change in control of the Company. A copy
of
the Employment Agreement is attached hereto as Exhibit 10.1 to this Form 8-K
and
is incorporated herein by reference. The foregoing summary of the Employment
Agreement does not purport to be complete and is subject to and qualified in
its
entirety by reference to the attached agreement.
Mr.
Krauss will be joining the Company from Morgan Stanley, where he served as
an
Executive Director in the Legal and Compliance Division. Most recently, Mr.
Krauss was responsible for coordinating all significant regulatory and law
enforcement matters in the U.S. and served as one of Morgan Stanley’s senior
liaisons to its regulators, including the U.S. Securities and Exchange
Commission (SEC), National Association of Securities Dealers (NASD), and the
New
York Stock Exchange.
From
1995
until joining Morgan Stanley in 2004, Mr. Krauss served as an Assistant District
Attorney and Senior Investigative Counsel in the New York County District
Attorneys’ Office. At the District Attorneys’ Office, Mr. Krauss was responsible
for leading complex, long-term investigations into violations of securities,
banking, accounting, taxation and related laws and regulations, working closely
with the SEC, NASD, as well as federal, state, and international financial
regulators and law enforcement agencies. Among other matters, Mr. Krauss co-led
the Office’s investigation of the role of financial institutions in Enron’s
collapse.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Employment
Agreement dated February 28, 2007 between the Company and Seth
Krauss.
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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/ Karl
H.
Winters |
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Name:
Karl H. Winters |
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Title:
Chief Financial Officer |
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Date: March 6,
2007
INDEX
TO EXHIBITS
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Exhibit No.
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Description
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10.1
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Employment
Agreement dated February 28, 2007 between the Company and Seth
Krauss.
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