As filed with the Securities and Exchange Commission on June 29, 1999
(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 Identification No.)
of incorporation or organization)
575 Broadway, New York, New York 10012
(Address of principal executive offices) (Zip Code)
1997 Employee Stock Option Plan
(Full title of the plan)
Ryan A. Brant, Chairman
Take-Two Interactive Software, 575 Broadway, New York, New York 10012
(Name and address of agent for service)
(212) 334-6633
(Telephone number, including area code, of agent for service)
Copy to:
Robert J. Mittman, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Price Per Offering Registration
to be Registered be Registered Share(1) Price(1) Fee
- ---------------- ------------- -------- -------- -----------
Common Stock, par 1,500,000 $7.3125 $10,968,750 $3,049.31
value $.01 per share shares(2)
(1) Estimated solely for the purpose of calculating the registration fee
and based upon the average of the high and low prices of the common stock as
reported by the Nasdaq National Market on June 23, 1999.
(2) 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 Take-Two Interactive Software, Inc. (the "Registrant") 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 stockholders of the Company on April 30,
1999. These 1,500,000 shares are in addition to the 2,000,000 shares of the
Registrant's common stock covered under the Plan which were previously
registered on the Registrant's Registration Statement on Form S-8 (Commission
File No 333-56477) filed on June 10, 1998 (the "Prior Registration Statement").
Pursuant to Instruction E of Form S-8, the contents of the Prior Registration
Statement are hereby incorporated by reference.
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
5 Opinion of Tenzer Greenblatt LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Aronowitz, Chaiken & Hardesty, LLP.
23.4 Consent of Tenzer Greenblatt LLP (included in Exhibit 5).
24.1 Powers of Attorney (included on the signature page).
<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 25th day of June
1999.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
By: /s/ Ryan A. Brant
--------------------------------
Ryan A. Brant
Chief Executive Officer
Each person whose signature appears below authorizes each of Ryan A. Brant
and Barbara A. Ras or either of them as his true and lawful attorney-in-fact
with full power of substitution to execute in the name and on behalf of each
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Ryan A. Brant Chief Executive Officer and Director June 25, 1999
- ------------------------ (Principal Executive Officer)
Ryan A. Brant
/s/ Larry Miller Chief Financial Officer June 25, 1999
- ------------------------ (Principal Financial Officer)
Larry Muller
/s/ Anthony R. Williams Chief Operating Officer and Director June 25, 1999
- ------------------------
Anthony R. Williams
/s/ Barbara A. Ras Chief Accounting Officer (Principal June 25, 1999
- ------------------------ Accounting Officer) and Secretary
Barbara A. Ras
/s/ Oliver R. Grace, Jr. Director June 25, 1999
- ------------------------
Oliver R. Grace, Jr.
Director June __, 1999
- ------------------------
Neil S. Hirsch
/s/ Kelly Sumner Vice President of International June 25, 1999
- ------------------------ Operations and Director
Kelly Sumner
/s/ Robert Flug Director June 25, 1999
- ------------------------
Robert Flug
</TABLE>
<PAGE>
Exhibit Index
Exhibit No. Description Page
- ----------- ----------- ----
5 Opinion of Tenzer Greenblatt LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Aronowitz, Chaiken & Hardesty LLP
23.3 Consent of Tenzer Greenblatt LLP
(included in Exhibit 5)
24.1 Powers of Attorney
(included on signature page)
I-2
EXHIBIT 5
June 25, 1999
Take-Two Interactive Software, Inc.
575 Broadway
New York, New York 10012
Gentlemen:
You have requested our opinion with respect to the offer and sale by you,
Take-Two Interactive Software, Inc., a Delaware corporation (the "Company"),
pursuant to a Registration Statement (the "Registration Statement") on Form S-8
under the Securities Act of 1933, as amended (the "Act"), of up to 1,500,000
shares (the "Plan Shares") of common stock, par value $.01 per share, of the
Company, issuable upon exercise of stock options (the "Plan Options") available
for grant under the Company's 1997 Stock Option Plan, as amended.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we deem
necessary as a basis for the opinion hereinafter expressed. With respect to such
examination, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity to the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of executive officers and responsible employees and
agents of the Company.
Based upon the foregoing, it is our opinion that the Plan Shares have been
duly and validly authorized and when sold, paid for and issued as contemplated
by the Plan Options, will be duly and validly issued and fully paid and
nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby concede that
we come within the categories of persons whose consent is required by the Act or
the General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ TENZER GREENBLATT LLP
TENZER GREENBLATT LLP
I-3
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 21, 1998 relating to the
financial statements and financial statement schedule of Take-Two Interactive
Software, Inc., which appears in Take-Two Interactive Software, Inc.'s Annual
Report on Form 10-KSB for the year ended October 31, 1998.
/s/ PricewaterhouseCoopers LLP
June 25, 1999
1301 Avenue of the Americas
New York, New York 10019
I-4
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 1998 relating to the
financial statements of Jack of All Games, Inc., which appears in Take-Two
Interactive Software, Inc.'s Annual Report on Form 10-KSB for the year ended
October 31, 1998.
/s/ Aronowitz, Chaiken & Hardesty, LLP
Certified Public Accountants
Cincinnati, Ohio
June 25, 1999
I-5
