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