<PAGE>
As filed with the Securities and Exchange Commission on September 8, 2000.
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(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)
Various Stock Option Agreements for Employees
---------------------------------------------
(Full title of the plan)
Ryan A. Brant, Chairman
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
(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
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
-------------------- ------------- --------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock, par value 391,665 shares $10.1332 $3,968,819.78 $1,047.77
$.01 per share
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration
fee based on the average exercise price of the options.
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 options.
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 391,665 shares of its common stock which are issuable
upon the exercise of options granted to employees of the Registrant under
various agreements. These 391,665 shares are in addition to the 625,167 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.
333-89995) filed on October 29, 1999 (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.
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Exhibit No. Description
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5 Opinion of Morrison Cohen Singer & Weinstein LLP
23.1 Consent of Pricewaterhouse Coopers LLP
23.2 Consent of Aronowitz, Chaiken & Hardesty, LLP
23.4 Consent of Morrison Cohen Singer & Weinstein LLP (included in
Exhibit 5)
24.1 Powers of Attorney (included on 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 31st day of August
2000.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
By: Ryan A. Brant
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Ryan A. Brant
Chief Executive Officer
Each person whose signature appears below authorizes Ryan A. Brant 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ryan A. Brant Chief Executive Officer and Director August 31, 2000
------------------------------------ (Principal Executive Officer)
Ryan A. Brant
/s/ James H. David, Jr. Chief Financial Officer (Principal August 31, 2000
------------------------------------ Financial and Accounting Officer)
James H. David, Jr.
/s/ Barry Rutcofsky Co-Chairman and Director August 31, 2000
------------------------------------
Barry Rutcofsky
Director
------------------------------------
Anthony R. Williams
/s/ Oliver R. Grace, Jr. Director August 31, 2000
------------------------------------
Oliver R. Grace, Jr.
Director
------------------------------------
Neil S. Hirsch
/s/ Kelly Sumner Director August 31, 2000
------------------------------------
Kelly Sumner
/s/ Robert Flug Director August 31, 2000
------------------------------------
Robert Flug
</TABLE>
<PAGE>
Exhibit Index
Exhibit No. Description Page
----------- ----------- ----
5 Opinion of Morrison Cohen Singer & Weinstein LLP
23.1 Consent of Pricewaterhouse Coopers LLP
23.2 Consent of Aronowitz, Chaiken & Hardesty, LLP
23.4 Consent of Morrison Cohen Singer & Weinstein LLP
(included in Exhibit 5 hereto)
24.1 Powers of Attorney (included on signature page)
