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): September 19, 2006
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TAKE-TWO INTERACTIVE SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-29230 51-0350842
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
622 Broadway, New York, NY 10012
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(Address of Principal Executive Offices) (Zip Code)
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)
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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d- 2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
On September 19, 2006, Take-Two Interactive Software, Inc. (the "Company")
received a written Staff Determination letter from The NASDAQ Stock Market,
stating that the Company is not in compliance with NASDAQ Marketplace Rule
4310(c)(14) because it has not filed its Quarterly Report on Form 10-Q for the
period ended July 31, 2006 as required by that rule.
The Company anticipated receipt of this letter because, as previously
announced, a Special Committee consisting of independent members of the
Company's Board of Directors is conducting an internal investigation of the
Company's stock option grants, which has delayed the filing of its Form 10-Q for
the period ended July 31, 2006.
The Company issued a press release on September 21, 2006 disclosing its
receipt of this NASDAQ Staff Determination notice. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The NASDAQ Staff Determination notice indicated that the Company's
securities will be delisted from The NASDAQ Stock Market unless the Company
requests a hearing before a NASDAQ Listing Qualifications Panel. Accordingly,
the Company will request a hearing before a NASDAQ Listing Qualifications Panel
to review the NASDAQ Staff Determination. The Company's common stock will remain
listed on The NASDAQ Global Select Market pending a decision by the Panel.
The Company intends to file its Form 10-Q for the period ended July 31,
2006 as soon as practical after the Special Committee concludes its
investigation and the Company and its independent auditors complete any related
accounting review.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release of Take-Two Interactive Software, Inc. dated September 21,
2006.
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.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Registrant)
By: /s/ Karl H. Winters
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Name: Karl H. Winters
Title: Chief Financial Officer
Date: September 21, 2006
INDEX TO EXHIBITS
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Exhibit No. Description
99.1 Press release of Take-Two Interactive Software, Inc.
dated September 21, 2006.