As filed with the Securities and Exchange Commission on August 10, 2001.
(File No. 333-______)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0350842
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
575 Broadway, New York, New York 10012
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(Address of principal executive offices including zip code)
1997 Employee Stock Option Plan
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(Full title of the plan)
Kelly Sumner, Chief Executive Officer
Take-Two Interactive Software, Inc., 575 Broadway New York, NY 10012
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(Name and address of agent for service)
(212) 334-6633
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(Telephone number, including area code, of agent for service)
Copy to:
Robert H. Cohen, Esq.
Morrison Cohen Singer & Weinstein LLP
750 Lexington Avenue, 8th Floor
New York, NY 10022
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Titles of Securities Amount to Offering Price Aggregate Offering Amount of
to be Registered be Registered Per Share Price (1) Registration Fee
---------------- ------------- --------- --------- ----------------
Common Stock, par value 1,500,000 shares $18.45 $27,675,000 $6,918.75
$.01 per share
(1) Estimated solely for the purpose of calculating the registration
fee based on the closing price of the common stock as reported by
Nasdaq on August 7, 2001.
Pursuant to Rule 416, there are also being registered additional shares
of Common Stock as may become issuable pursuant to the anti-dilution provisions
of the 1997 Employee Stock Option Plan (the "Plan").
Pursuant to General Instruction E of Form S-8, the Registrant hereby
makes the following statement:
This Registration Statement on Form S-8 is filed by the Registrant to
register an additional 1,500,000 shares of its common stock which are issuable
upon the exercise of options available for grant under the Plan, pursuant to an
amendment to the Plan authorized by the stockholders on June 21, 2001. These
1,500,000 shares are in addition to the 5,000,000 shares of the Registrant's
common stock which were previously registered pursuant to the Registrant's
Registration Statement on Form S-8 (Commission File No. 333-57798) filed on
March 28, 2001 (the "Prior Registration Statement"). Pursuant to Instruction E
of Form S-8, the contents of the Prior Registration Statement are hereby
incorporated by reference.
Item 8. Exhibits.
Exhibit No. Description
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5 Opinion of Morrison Cohen Singer & Weinstein LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morrison Cohen Singer & Weinstein LLP
(contained in Exhibit 5)
24.1 Powers of Attorney (included on signature page)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of New York, state of New York, on the 8th day of August
2001.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
By: /s/ Kelly Sumner
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Kelly Sumner
Chief Executive Officer
Each person whose signature appears below authorizes Kelly Sumner as
his true and lawful attorney-in-fact with full power of substitution to execute
in the name and on behalf of such person, individually and in each capacity
stated below, and to file any and all amendments to this Registration Statement,
including any and all post-effective amendments thereto.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following person in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Ryan A. Brant Chairman August 8, 2001
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Ryan A. Brant
/s/ Kelly Sumner Chief Executive Officer August 8, 2001
------------------------ (Principal Executive Officer) and Director
Kelly Sumner
/s/ James H. David, Jr. Chief Financial Officer (Principal August 8, 2001
------------------------ Financial and Accounting Officer)
James H. David, Jr.
/s/ Paul Eibeler President and Director August 8, 2001
------------------------
Paul Eibeler
/s/ Mark Lewis Director August 8, 2001
------------------------
Mark Lewis
------------------------ Director August __, 2001
Oliver R. Grace, Jr.
/s/ Robert Flug Director August 8, 2001
-------------------------
Robert Flug
/s/ Don Leeds Director August 8, 2001
-------------------------
Don Leeds
Exhibit Index
Exhibit No. Description Page
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5 Opinion of Morrison Cohen Singer & Weinstein LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morrison Cohen Singer & Weinstein LLP
(contained in Exhibit 5)
24.1 Powers of Attorney (included on signature page)