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): November 2, 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 November 2, 2006, Take-Two Interactive Software, Inc. (the
"Company") received a NASDAQ Staff Determination letter indicating that the
Company is not in compliance with the filing requirements for continued listing
on The NASDAQ Stock Market as set forth in Marketplace Rules 4350(e) and
4350(g). Marketplace Rules 4350(e) and 4350(g) specify that the Company timely
solicit proxies and hold its annual shareholders meeting.
The Company issued a press release on November 3, 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.
A meeting with the NASDAQ Listing Qualifications Panel has been
scheduled and the Company intends to address its plan for regaining compliance
with the Marketplace Rules. The Company's shares will remain listed under the
ticker symbol TTWO on The NASDAQ Global Select Market pending a decision by the
Panel.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release of Take-Two Interactive Software, Inc. dated November 3,
2006.
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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: November 6, 2006
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INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press release of Take-Two Interactive Software, Inc. dated
November 3, 2006.
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