UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): March
29, 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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Offices) |
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(Zip
Code) |
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))
Explanatory
Note: The Registrant is filing this Current Report on Form 8-K/A in order to
amend its Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on April 4, 2007 (the “Form 8-K”) in response to its
discussions with the Staff of the SEC regarding Item 4.01 of the Form 8-K and
a
comment letter issued by the SEC dated April 5, 2007 asking the Registrant
to
clarify the disclosures in Items 5.02 and 5.03 of the Form 8-K.
The
disclosure in Item 4.01 of the Form 8-K is deleted in its entirety. No
disclosure was required to be made in respect of this item as the Registrant
had
previously disclosed the relevant information in a Current Report on Form 8-K
filed with the SEC on April 6, 2006.
The
disclosure in Items 5.02 and 5.03 of the Form 8-K are revised as set forth
below.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In
the
first paragraph under Item 5.02, the last sentence is deleted in its entirety
and replaced with the following:
“At
a
meeting of the new Board, which was held on March 29, 2007 immediately after
the
conclusion of the Annual Meeting and which was attended solely by the new Board,
legal counsel to the Registrant and certain employees of the Registrant and
of
ZelnickMedia (the “Board Meeting”), the size of the Board was expanded by one
and the newly created vacancy was filled by Grover C. Brown, who had been an
independent, incumbent director of the Registrant prior to the Annual Meeting,
but who was not re-elected at the Annual Meeting.”
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The
first
sentence under Item 5.03 is deleted in its entirety and replaced with the
following:
“At
the
Board Meeting, pursuant to the authority granted to the Board by the certificate
of incorporation and by-laws of the Registrant, the Board approved the adoption
of the amended and restated by-laws of the Registrant (the “By-laws”), a copy of
which is filed as Exhibit
99.3
hereto
and which is incorporated herein by reference.”
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/ Seth D. Krauss |
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Name:
Seth D. Krauss
Title:
Executive Vice President and
General
Counsel
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| Date:
April 25,
2007 |
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