UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July
12, 2006
TAKE-TWO
INTERACTIVE SOFTWARE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-29230
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51-0350842
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of Incorporation)
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File
Number)
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Identification
No.)
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622
Broadway, New York, NY
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10012
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(Address
of Principal Executive
Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (646)
536-2842
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Not
Applicable
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(Former
Name or Former Address, if Changed Since
Last Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other Events
On
July
12, 2006, a shareholder derivative complaint was filed by Richard Lasky in
the
United States District Court of the Southern District of New York against
Take-Two Interactive Software, Inc. (the “Company”), as nominal defendant, and
certain of the Company’s current and former officers and directors. In the
complaint, the plaintiff alleges, among other things, that all of the individual
defendants violated the anti-fraud provisions of the Securities Exchange Act
of
1934 and committed breaches of fiduciary duty, were unjustly enriched and wasted
corporate assets. The plaintiff also alleges that certain of the individual
defendants violated Section 14(a) of the Exchange Act and sold Company stock
while in possession of certain material non-public information. Among other
allegations, plaintiff claims that the defendants caused or allowed the Company
to issue false and misleading financial statements and press releases regarding
the Company’s financial condition and business prospects, caused the Company to
repurchase shares of its common stock at inflated prices, failed to disclose
material facts in the Company’s proxy statements issued between April 1998 and
May 2002 and engaged in improprieties in connection with the issuance of stock
options. The complaint seeks unspecified damages against all of the individual
defendants, reimbursement from certain of the defendants of bonuses or other
incentive or equity based compensation paid to them by the Company during its
fiscal year ended October 31, 2003, equitable and other relief relating to
the
proceeds from certain of the defendants’
alleged improper trading activity in Company stock, adoption of certain
corporate governance proposals and recovery of litigation costs.
The
Company is reviewing the allegations in the complaint and has referred the
complaint to the Company’s Special Litigation Committee consisting of
independent board members.
The
Company does not intend to file further current reports on Form 8-K describing
additional lawsuits, if any, which are based on allegations substantially
similar to those contained in the complaint described herein.
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 thereunto
duly authorized.
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TAKE-TWO
INTERACTIVE SOFTWARE, INC.
(Registrant)
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| Date: July
24, 2006 |
By: |
/s/
Karl
Winters |
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Name:
Karl Winters
Title:
Chief
Financial Officer
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