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): October 2, 2000
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-29230 51-0350842
(State or other jurisdiction (Commission (I.R.C. 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
Not Applicable
Former name or former address, if changed since last report
<PAGE>
Item 2. Disposition of Assets.
On October 2, 2000, our wholly-owned subsidiary Broadband Studios, Inc.
consummated the sale of all of the outstanding capital stock of Toga Holdings
B.V., a Netherlands corporation, the parent company of Pixel Broadband Studios,
Ltd., an Israeli corporation, to Gameplay.com plc, a United Kingdom corporation.
Under an Agreement for Sale and Purchase of the Share Capital of Toga Holdings
B.V., Gameplay issued to us 14,600,044 shares of Gameplay's common stock and
warrants to purchase one million shares of stock.
In connection with the transaction, we granted to Gameplay certain on-line
distribution rights for our existing and future products. As consideration for
the rights, Gameplay issued to us an additional 771,654 shares, and agreed to
provide us with on-line advertising and to share profits from the on-line
distribution of the products. In addition, we entered into a joint marketing
agreement with Gameplay under which the parties agreed to continue to exploit
broadband opportunities.
The shares issued represent approximately 18.1% of Gameplay's outstanding
common stock, which is currently traded on the Alternative Investment Market of
the London Stock Exchange.
The amount of consideration paid to us in connection with the sale was
determined by arm's length negotiations.
The description of the stock purchase agreement discussed above is
qualified in its entirety by reference to such agreement, which is attached as
an exhibit and is incorporated herein by reference.
Item 7. Exhibits.
Exhibit 1 - Agreement for the Sale and Purchase of the Share Capital of Toga
Holdings B.V.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on behalf of the undersigned duly
authorized.
Dated: October 3, 2000
Take-Two Interactive Software, Inc.
By: /s/ Ryan A. Brant
-------------------------------
Ryan A. Brant
Chairman of the Board
Chief Executive Officer
