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) May 22, 2002
Take Two Interactive Software, Inc.
(Exact name of Registrant as Specified in Charter)
Delaware 0-29230 51-0350842
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
575 Broadway, New York, New York 10012
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 334-6633
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition of Assets
Pursuant to an Asset Purchase Agreement effective as of May 20, 2002,
by and among Take-Two Interactive Software, Inc. (the "Company"), its subsidiary
Maxcorp Ltd., a Bermuda company ("Maxcorp"), Apogee Software, Ltd. d/b/a 3D
Realms, a Texas limited partnership ("Apogee"), Remedy Entertainment, Ltd., a
Finnish company ("Remedy"), the Company and Maxcorp completed on May 22, 2002
the acquisition of all of the assets associated with the interactive software
game and franchise known as Max Payne and a perpetual royalty-free license to
the underlying technology and software. As consideration for such assets, the
Company paid the sellers $10 million in cash from working capital and issued
969,932 shares of authorized and reserved shares of restricted common stock. The
Company also agreed to pay up to an additional $8 million as incentive payments
based on timely delivery and future sales of the PC version of Max Payne 2.
The shares issued represent approximately 2.57% of the Company's common
stock. The amount of the consideration paid in this transaction was determined
by arm's length negotiations.
The foregoing description is qualified in its entirety by reference to
the full text of the exhibits filed herewith and incorporated by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
(1) None
(b) PRO FORMA FINANCIAL INFORMATION
(1) None
(c) Exhibit No. Description
10.1 Asset Purchase Agreement effective as of May 20,
2002 by and between Apogee Software, Ltd. d/b/a 3D Realms, Remedy Entertainment,
Ltd., the Company and Maxcorp Ltd.
2
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 hereunto duly authorized.
TAKE TWO INTERACTIVE SOFTWARE, INC.
Date: June 5, 2002 By: /s/ Kelly Sumner
-------------------------------
Kelly Sumner
Chief Executive Officer
Exhibit No. Description
10.1 Asset Purchase Agreement effective as of May
20, 2002 by and between Apogee Software,
Ltd. d/b/a 3D Realms, Remedy Entertainment,
Ltd., the Company and Maxcorp Ltd.
3