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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended October 31, 2005
OR
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___ to ____.
0-29230
(Commission File No.)
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.)
622 Broadway, New York, New York 10012
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (646) 536-2842
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |X| No |_|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |X| No |_|
Indicate by check mark whether the registrant is a shell company (as defined in
the Rule 12b-2 of the Act). Yes |_| No |X|
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the Registrant's most recently completed second fiscal
quarter was approximately $1,664,160,000.
As of February 22, 2006, there were 71,478,926 shares of the Registrant's common
stock outstanding.
Documents Incorporated by Reference: None
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PART III
Item 10. Directors and Executive Officers of the Registrant
Following is information with respect to our executive officers and
directors:
Paul Eibeler, age 50, has been Chief Executive Officer of our company
since January 2005, and our President and a director of our company since April
2004. Mr. Eibeler was President of our company from July 2000 to June 2003 and a
director from December 2000 to February 2003. Prior to that, Mr. Eibeler was a
consultant for Microsoft's Xbox launch team. From July 2003 to October 2003, Mr.
Eibeler was President and Chief Operating Officer of Acclaim Entertainment's
North America Division, a company engaged in publishing video games and, from
1998 to 1999, Mr. Eibeler served as Acclaim North America's Executive
Vice-President and General Manager. Acclaim Entertainment filed a petition under
Chapter 11 of the United States Bankruptcy Code in October 2004. During the
seven years prior to that, Mr. Eibeler held various executive positions with
Impact, Inc., a leading supplier of licensed toys and school supplies. Mr.
Eibeler is a director of Dwango North America Corp., a publicly held developer
and distributor of entertainment content and applications for mobile phones. Mr.
Eibeler received a B.A. degree from Loyola College in 1978.
Karl H. Winters, age 47, has been Chief Financial Officer of our company
since February 2002. From April 2000 to June 2001, Mr. Winters was the Chief
Financial Officer of ModelWire, Inc., a company engaged in marketing imaging
database products. From September 1993 to December 1999, Mr. Winters served in
various positions, most recently as Vice President of Trace International
Holdings, Inc., a private holding company that held significant interests in
United Auto Group, Inc., a consolidator of new car dealerships, and Foamex
International Inc., a manufacturer of polyurethane products. From 1993 to 1999,
Mr. Winters held executive positions at United Auto and Foamex, most recently as
United Auto's Chief Financial Officer and Executive Vice President. Trace
International filed a petition under Chapter 11 of the United States Bankruptcy
Code in July 1999. From 1983 to 1993, Mr. Winters was a Senior Audit Manager for
Coopers & Lybrand. Mr. Winters is a C.P.A. and received an M.B.A. from the
University of Michigan and a B.A. in business economics with a concentration in
accounting from Calvin College.
Samuel A. Judd, age 48, has been Senior Vice President of Planning and
Administration of our company since July 2004. Prior to joining our company, Mr.
Judd served as Chief Financial Officer and Senior Vice President of Operations
at the Simon & Schuster division of Viacom from June 1998 to December 2003. Mr.
Judd received his B.A. in economics from Cornell University and an M.B.A. from
the University of Pennsylvania's Wharton School of Business.
Oliver R. Grace, Jr., age 51, has been a director of our company since
April 1997. Since 1990, Mr. Grace, a private investor, has been the Chairman of
the Board of Moscow Cablecom Corp. (formerly known as Anderson Group, Inc.),
which provides broadband cable services to the city of Moscow. Mr. Grace is a
general partner of Anglo American Security Fund, L.P., a private investment
fund. Mr. Grace received a B.A. in Business Administration from Vanderbilt
University.
Robert Flug, age 57, has been a director of our company since February
1998 and interim non-executive Chairman of the Board of Directors of our company
since January 2006. Mr. Flug has held various executive positions with S.L.
Danielle Survivor (formerly S.L. Danielle), a women's apparel company, since
September 1987, most recently as President and Chief Executive Officer. Mr. Flug
received a B.S. in Business Administration from New York University.
Todd Emmel, age 43, has been a director of our company since February 2002
and interim Chairman of our Audit Committee since January 2006. Mr. Emmel
previously served as Chairman of our Audit Committee from April 2004 to July
2004. Since August 2003, Mr. Emmel has served as Director, Structured Products
for John Hancock Financial Services, a financial and insurance services company.
From November 1999 until June 2002, Mr. Emmel was a First Vice President at
Ambac Assurance Corporation, a financial insurance company. From May 1999 to
November 1999, Mr. Emmel was Chief Credit Officer at Structured Credit Partners,
a private credit arbitrage firm. From March 1998 to May 1999, Mr. Emmel was a
Managing Director of DVI Private Capital Group, a private equity fund. From
April 1990 to March 1998, Mr. Emmel held various positions at Union Bank of
Switzerland, most recently as a Managing Director. Prior to this, Mr. Emmel was
an Associate at both Drexel Burnham Lambert, from June 1988 to February 1990,
and at E.F. Hutton from July 1987 to February 1988. Mr. Emmel received an M.B.A.
from Carnegie Mellon University and a B.S. in accounting from Miami University.
-3-
Mark Lewis, age 56, has been a director of our company since May 2001. For
the fifteen years prior to February 2001, Mr. Lewis held various positions with
Electronic Arts, Inc., a company engaged in publishing video games, most
recently as Senior Vice President of International Operations. Mr. Lewis has
been a director of Muse Communications Corp., a broadband technology company,
since November 1997. Mr. Lewis received a B.A. in English and graduated Cum
Laude from Yale University.
Steven Tisch, age 57, has been a director of our company since April 2002.
Since 1986, Mr. Tisch has been an independent motion picture producer. Mr. Tisch
is the Oscar Award winning producer of Forrest Gump, the 1994 winner for Best
Picture. Since May 2000, Mr. Tisch has been a partner of Escape Artists, a
private independent film company, and a director of Classic Media, an owner of
franchise entertainment properties. Since June 2002, Mr. Tisch has been a
director of Film Roman, Inc., a publicly held television and motion picture
production company. From 1976 to 1986, Mr. Tisch was a principal of Tisch/Avnet
Productions, a production company with credits such as Risky Business. Mr. Tisch
is a member of the Board of Directors of the Tisch School of the Arts at New
York University and The Geffen Theatre in Los Angeles. Mr. Tisch received a B.A.
in Sociology from Tufts University.
Michael J. Malone, age 61, has been a director of our company since
January 2006. From May 2001 through February 2005, Mr. Malone served as
non-executive Chairman of Maxide Acquisition, Inc., a holding company for DMX
Music, Inc. (formerly AEI Music Network, Inc.), a supplier of music services
that he founded in 1971. On February 14, 2005, Maxide Acquisition, Inc. filed
for Chapter 11 protection with the U.S. Bankruptcy Court for the District of
Delaware. From 2001 through 2004, Mr. Malone served as non-executive Chairman of
DMX Music and, from 1971 through 2001, Mr. Malone served as Chief Executive
Officer and non-executive Chairman of AEI Music Network, Inc. From 1995 through
2005, Mr. Malone served as Chairman of MTM Management, a national hotel
management company. Since 1985, Mr. Malone has served as Chairman of Erin Air,
Inc., a national jet charter company based in Seattle. Since 1999, Mr. Malone
has served on the Board of Directors and Audit Committee of Expeditors
International of Washington, Inc., a global logistics services company. Mr.
Malone received a B.A. in Business Administration from the University of
Washington.
All directors listed above are currently serving a term of office as
directors which continues until the next annual meeting of our stockholders or
until their successors have been duly elected and qualified, or until their
earlier death, resignation or removal.
Director Independence. The Board has determined that all of our company's
current directors, with the exception of Mr. Eibeler (our Chief Executive
Officer and President) have met the independence requirements of the NASD
Marketplace Rules applicable to companies whose securities are quoted on NASDAQ.
Section 16(a) Beneficial Ownership Reporting Compliance. Based solely on a
review of Forms 3, 4 and 5 furnished to us with respect to our most recent
fiscal year, we believe that all reporting persons currently required to file
reports under Section 16 of the Securities Exchange Act of 1934 filed such
reports on a timely basis, except that Mr. Flug did not file two Forms 4 (two
transactions) on a timely basis; Mr. Winters did not file one Form 4 (one
transaction) on a timely basis; Paul Eibeler did not file three Forms 4 (three
transactions) on a timely basis; and Oliver Grace did not file two Forms 4 (five
transactions) on a timely basis.
Audit Committee. We have established an Audit Committee of the Board of
Directors, that is currently comprised of Messrs. Emmel (Interim Chair), Grace
and Flug, each of whom is an "independent" director as defined under the rules
of the National Association of Securities Dealers, Inc.
-4-
Although the current composition of our Audit Committee satisfies the
Audit Committee composition requirements of applicable NASDAQ Marketplace rules,
with the recent departure of the former Chair of our Audit Committee, the Board
of Directors has determined that it no longer has an Audit Committee member who
qualifies as a "financial expert" under federal securities laws. The Board of
Directors is currently seeking to engage an Audit Committee Chairman who
qualifies as a "financial expert."
Code of Ethics. In March 2002, we adopted a written code of ethics, as
amended, that applies to all of our company's and our subsidiaries' employees,
including our company's principal executive officer, principal financial
officer, principal accounting officer or controller and any persons performing
similar functions. We will provide a copy of our code of ethics to any person
without charge upon written request addressed to Take-Two Interactive Software,
Inc., 622 Broadway, New York, New York 10012, Attention: Director of Corporate
Communications.
Item 11. Executive Compensation
The following table sets forth the cash compensation paid by our company
during the fiscal years ended October 31, 2003, 2004 and 2005 to those persons
who held the position of Chief Executive Officer and to the four most highly
compensated executive officers other than our Chief Executive Officer, each of
whom was serving at the end of the fiscal year ended October 31, 2005 and whose
salary and bonus exceeded $100,000 (the "Named Executives"):
Summary Compensation Table
Annual Compensation Long-Term Compensation Awards
--------------------------------------------------- ----------------------------------------
Other Restricted Securities
Annual Stock Underlying All Other
Year Ended Compen- Awards Options Compen-
Name and Principal Position October 31, Salary($) Bonus($) sation(1) ($)(2) (#)(3) sation ($)
--------------------------- ----------- --------- ----------- ----------- ----------- ----------- -----------
Paul Eibeler
Chief Executive Officer
and President(4) 2005 750,000 250,000 -- 2,137,500 75,000 5,430(8)
2004 330,000 300,000 -- -- 450,000 --
2003 296,153 650,000 -- -- 75,000 --
Richard Roedel (5) 2005 108,333 162,500 -- -- -- 828,100(9)
2004 360,000 -- -- 229,250 72,000 --
Karl H. Winters
Chief Financial Officer 2005 385,000 100,000 -- 397,800 50,000
2004 325,000 15,000 -- -- -- 9,640(10)
2003 326,250 265,000 -- -- -- --
Gary Lewis (6)
2005 600,000 500,000 197,500(11) -- -- 45,000(12)
2004 326,538 250,000 -- 638,400 217,500 --
2003 258,027 132,923 -- 101,080 30,000 --
Samuel Judd
Senior Vice President of
Planning and
Administration (7) 2005 385,000 55,000 -- -- -- 4,511(13)
2004 97,731 -- -- 468,601 135,000 --
(1) The aggregate value of benefits to be reported under the "Other Annual
Compensation" column did not exceed the lesser of $50,000 or 10% of the total of
annual salary and bonus reported for the Named Executives.
-5-
(2) The amounts shown in this column represent the dollar value of the
restricted stock on the date of grant. In fiscal 2003, Mr. Lewis received
restricted stock awards of 6,000 shares. In fiscal 2004, Messrs. Roedel, Lewis
and Judd received restricted stock awards of 10,500, 30,000 and 22,500 shares,
respectively. In fiscal 2005 Messrs. Eibeler and Winters received restricted
stock awards of 75,000 and 20,000 shares, respectively. At October 31, 2005, the
number of shares of restricted stock held by Messrs. Eibeler, Roedel, Winters,
Lewis and Judd was 75,000, 10,500, 20,000, 30,000 and 22,500 shares,
respectively, and the value of such shares was $1,548,750, $216,825, $413,000,
$619,500 and $464,625, respectively. Mr. Eibeler's shares were granted in June
2005, one-third of which vest on each of June 2006, 2007 and 2008. Mr. Winter's
shares were granted in October 2005, one-third of which vest on each of June
2006, 2007 and 2008. Mr. Roedel's shares were granted in March 2004 and are
fully vested. Mr. Lewis' shares were granted in April 2004 and May 2003, of
which 30,000 shares are fully vested and 6,000 shares were sold. Mr. Judd's
shares were granted in July 2004 of which one-third of the shares vested in July
2005 and one-third vest in each of July 2006 and 2007. During the restricted
period, all shares are entitled to receive dividends paid on the common stock.
(3) Except for options to purchase 450,000 shares issued to Mr. Eibeler,
all securities listed in the table were issued under stockholder-approved plans.
(4) Mr. Eibeler rejoined our company as President in April 2004, and
became Chief Executive Officer in January 2005.
(5) Mr. Roedel became Chief Executive Officer in April 2004 and resigned
from that position in January 2005.
(6) Mr. Lewis became our Global Chief Operating Officer in April 2004 and
resigned from that position in January 2006. Our company and Mr. Lewis
subsequently agreed to terminate Mr. Lewis' employment with us and we have
reached an agreement in principle to pay Mr. Lewis approximately $500,000 during
the fiscal year ending October 31, 2006, in consideration of his agreement not
to compete with us or solicit our employees through January 3, 2007.
(7) Mr. Judd became Senior Vice President in July 2004.
(8) Represents $4,200 in contributions made by us under our company's
401(k) Plan and $1,230 of term-life insurance premiums paid by us.
(9) Represents payments made through January 31, 2006 in connection with
Mr. Roedel's resignation from the position of Chief Executive Officer in January
2005 pursuant to an agreement dated January 31, 2005.
(10) Represents $4,200 in contributions made by us under our company's
401(k) Plan and $5,440 of term-life insurance premiums paid by us.
(11) Includes a housing allowance of approximately $144,000.
(12) Represents contributions made by us to a European pension plan.
(13) Represents $2,961 in contributions made by us under our company's
401(k) Plan and $1,550 of term-life insurance premiums paid by us.
The following table sets forth information concerning options granted in
the fiscal year ended October 31, 2005 to the Named Executives:
Option Grants in Fiscal Year Ended October 31, 2005
Individual Grants(1)
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Name Number of Percent of Total Exercise Expiration Potential Realizable
Securities Options Granted to Price Date Value at Assumed
Underlying Employees in ($/Sh) Annual Rates of Stock
Options Fiscal Year (%) Price Appreciation for
Granted (#) Option Term (2)
---------- --------------- --------- ---------- -------------------------
5%($) 10%($)
-------------------------
Paul Eibeler 75,000 2.55% $ 19.89 10/9/2010 412,143 910,728
Richard Roedel -- -- -- - -- --
Karl Winters 50,000 1.70% $ 19.89 10/9/2010 274,762 607,152
Gary Lewis -- -- -- - -- --
Samuel Judd -- -- -- - -- --
-6-
(1) All of the options have a term of five years and vest at various times
over the term of the options.
(2) The potential realizable value columns of the table illustrate values
that might be realized upon exercise of the options immediately prior to their
expiration, assuming the common stock appreciates at the compounded rates
specified over the term of the options. These numbers do not take into account
provisions of certain options providing for termination of the option following
termination of employment or non-transferability of the options and do not make
any provision for taxes associated with exercise. Because actual gains will
depend upon, among other things, future performance of the common stock, there
can be no assurance that the amounts reflected in this table will be achieved.
The following table sets forth information concerning the value of options
exercised during the fiscal year ended October 31, 2005 and the value of
unexercised stock options held by the Named Executives as of October 31, 2005:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Values
Number of Securities
Shares Underlying Value of Unexercised
Acquired on Value Unexercised Options In-the-Money Options
Name Exercise (#) Realized ($) at October 31, 2005 (#) at October 31, 2005 ($)*
---- ------------ ------------ ----------------------- ------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Paul Eibeler -- -- 300,000 225,000 57,000 --
Richard Roedel -- -- 124,500 -- 181,825 --
Karl Winters 225,500 3,431,930 64,500 -- 161,685 --
Gary Lewis 52,500 556,375 97,500 90,000 -- --
Samuel Judd -- -- 45,000 90,000 -- --
*Year-end values for unexercised in-the-money options represent the
positive spread between the exercise price of such options and the fiscal
year-end market value of the common stock, which was $20.65 on October 31, 2005.
Director Compensation
For the fiscal year ended October 31, 2005, each non-employee director
received a cash retainer of $60,000. In addition to cash retainers, during
fiscal 2005 Mr. Flug received $25,000 for serving as the Chairman of the
Compensation Committee, Mr. Emmel received $20,000 for serving as Chairman of
the Corporate Governance Committee and Barbara Kaczynski received $35,000 for
serving as Chair of the Audit Committee. Each member of the Audit Committee also
received $10,000. For the fiscal year ending October 31, 2005, each director
received a restricted stock award of 6,000 shares (Mr. Flug received 7,000
shares) vesting over a three-year period.
Employment Agreements
We have entered into a three-year employment agreement with Paul Eibeler
commencing in May 2005 under which Mr. Eibeler devotes substantially all of his
time to the business of our company as Chief Executive Officer and President.
The agreement provides for Mr. Eibeler to receive an annual salary of $750,000
and an annual bonus equal to 100% of the salary if certain agreed upon
performance targets are achieved. Mr. Eibeler is also entitled to certain health
and life insurance benefits and an automobile allowance. In addition to options
to purchase 300,000 shares that he received when he became our President in
April 2004, Mr. Eibeler also received a grant of 75,000 shares of restricted
stock (vesting over a three-year period) under the company's Incentive Stock
Plan. The agreement provides for the company to pay Mr. Eibeler's salary for a
period of twelve months if his employment is terminated without cause. The
agreement also provides for a lump-sum payment equal to 1.5 times Mr. Eibeler's
salary and bonus if his employment is terminated upon a change of control.
-7-
We have entered into an employment agreement as amended with Karl H.
Winters, which currently expires in February 2007, subject to automatic renewals
for successive one-year periods, unless terminated earlier by either our company
or Mr. Winters. Mr. Winters receives an annual salary of $385,000 and a bonus
equal to 50% of his salary, provided that we achieve certain qualitative and
quantitative performance criteria. Mr. Winters is also entitled to certain
health and life insurance benefits and an automobile allowance. Mr. Winters'
agreement provides that if his employment is terminated under certain
circumstances, including without cause or in the event of a change of control,
he would be entitled to receive salary and other benefits for a period of twelve
months following the date of termination (which amount is payable in one
lump-sum if employment is terminated upon a change of control).
We have entered into a three-year employment agreement with Samuel Judd
commencing July 2004. The agreement provides that Mr. Judd is entitled to an
annual salary of $385,000 and an annual bonus of $275,000, provided that we
achieve certain qualitative and quantitative performance criteria. Mr. Judd is
also entitled to certain health and life insurance benefits and an automobile
allowance. Mr. Judd's agreement provides that if his employment is terminated
under certain circumstances, including without cause or in the event of a change
of control, he would be entitled to receive salary and benefits for a period of
eighteen months from the date of termination (which amount is payable in one
lump-sum if employment is terminated upon a change of control).
Each employment agreement also contains confidentiality and
non-competition provisions.
-8-
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The following table sets forth certain information as of February 22, 2006
relating to the beneficial ownership of shares of our company's common
stock by (i) each person or entity who is known by us to own beneficially
5% or more of the outstanding common stock, (ii) each director, (iii) each
of the Named Executives and (iv) all directors and executive officers as a
group.
Number of Shares of Percentage of Outstanding
Name and Common Stock Common Stock
Address of Beneficial Owner(1) Beneficially Owned(2) Beneficially Owned
------------------------------------------------------------ --------------------- -------------------------
OppenheimerFunds, Inc.(3) 17,448,018 24.41
FMR Corp.(4) 9,128,300 12.77
Glenview Capital Management, LLC(5) 7,883,372 11.03
D.E. Shaw & Co., L.P.(6) 6,371,255 8.91
Wellington Management Company, LLP(7) 3,740,580 5.23
Oliver R. Grace, Jr.(8) 412,320 *
Robert Flug(9) 121,302 *
Mark Lewis(10) 36,000 *
Todd Emmel(11) 48,420 *
Steven Tisch(12) 56,500 *
Richard W. Roedel(13) 135,000 *
Karl H. Winters(14) 64,500 *
Paul Eibeler(15) 165,000 *
Gary Lewis(16) 172,500 *
Samuel Judd(17) 50,000 *
Michael J. Malone(18) -- *
All directors and executive officers
as a group (9 persons)(19) 954,042 1.32%
* Less than 1%.
(1) Unless otherwise indicated, the address of each beneficial owner is
Take-Two Interactive Software, Inc., 622 Broadway, New York, New York 10012. The
address of OppenheimerFunds, Inc. is Two World Financial Center, 225 Liberty
Street, 11th Floor, New York, New York 10281-1008. The address of FMR Corp. is
82 Devonshire Street, Boston, Massachusetts 02109. The address of Glenview
Capital Management, LLC is 399 Park Avenue, Floor 39, New York, New York 10022.
The address of D.E. Shaw & Co., L.P. is 120 W. 45th Street, Tower 45, 39th
Floor, New York, New York 10036. The address of Wellington Management Company,
LLP is 75 State Street, Boston, Massachusetts 02109.
-9-
(2) Unless otherwise indicated, we believe that all persons named in the
table have sole voting and investment power with respect to all shares
beneficially owned by them. A person is deemed to be the beneficial owner of
securities that may be acquired by such person within 60 days from February 10,
2006 upon the exercise of options. Each beneficial owner's percentage ownership
is determined by assuming that options that are held by such person (but not
those held by any other person) and which are exercisable within 60 days of
February 10, 2006 have been exercised. This table does not include shares of
unvested restricted stock held by the persons named in the table.
(3) Based on information contained in a report on Schedule 13G filed with
the SEC on February 8, 2006.
(4) Based on information contained in a report on Schedule 13G filed with
the SEC on February 14, 2006.
(5) Based on information contained in a report on Schedule 13G filed with
the SEC on February 22, 2006.
(6) Based on information contained in a report on Schedule 13G filed with
the SEC on February 14, 2006.
(7) Based on information contained in a report on Schedule 13G filed with
the SEC on February 14, 2006.
(8) Represents 272,820 shares owned of record by Anglo American Security
Fund, L.P., of which Mr. Grace is a general partner, 6,000 shares of restricted
stock held by Mr. Grace and 133,500 shares underlying options held by Mr. Grace.
Does not include 12,000 unvested shares of restricted stock.
(9) Represents 34,302 shares held by The Robert Flug Living Trust, 6,000
shares of restricted stock held by Mr. Flug and 81,000 shares underlying options
held by Mr. Flug. Does not include 13,000 unvested shares of restricted stock.
(10) Represents 30,000 shares underlying options and 6,000 shares of
restricted stock. Does not include 12,000 unvested shares of restricted stock.
(11) Represents 42,420 shares underlying options and 6,000 shares of
restricted stock. Does not include 12,000 unvested shares of restricted stock.
(12) Represents 52,500 shares underlying options and 4,000 shares of
restricted stock. Does not include 12,000 shares of unvested restricted stock.
(13) Represents 124,500 shares underlying options and 10,500 shares of
restricted stock.
(14) Represents 64,500 shares underlying options. Does not include 20,000
unvested shares of restricted stock.
(15) Represents 165,000 shares underlying options. Does not include
360,000 shares issuable upon the exercise of unvested options and 75,000
unvested shares of restricted stock.
(16) Represents 142,500 shares underlying options and 30,000 shares of
restricted stock.
(17) Represents options to purchase 45,000 shares and 5,000 shares of
restricted stock. Does not include 90,000 shares issuable upon the exercise of
unvested options and 10,000 unvested shares of restricted stock.
(18) Does not include 25,000 shares issuable upon the exercise of unvested
options and 6,000 unvested shares of restricted stock.
(19) Includes 613,920 shares issuable upon the exercise of options.
-10-
Securities Authorized for Issuance under Equity Compensation Plans.
The following table provides certain information with respect to all of
our company's equity compensation plans in effect as of October 31, 2005.
-----------------------------------------------------------------------------------------------------------
(a) (b) (c)
-----------------------------------------------------------------------------------------------------------
Plan Category Number of securities Weighted-average Number of securities
to be issued upon exercise price of remaining for future
exercise of outstanding options, issuance under equity
outstanding options, warrants and rights compensation plans
warrants and rights (excluding securities
reflected in column (a))
-----------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by security holders 7,331,805(1) $20.87 2,211,067
-----------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders 803,751(2) $17.27 --
-----------------------------------------------------------------------------------------------------------
Total 8,135,556 $20.48 2,211,067
-----------------------------------------------------------------------------------------------------------
(1) Includes 649,717 shares of restricted stock under the Incentive Stock
Plan.
(2) Represents shares of common stock underlying individual option grants.
The options are five years in duration, expire at various dates between 2006 and
2009, contain anti-dilution provisions providing for adjustments of the exercise
price under certain circumstances and have termination provisions similar to
options granted under our stockholder approved plans.
Item 13. Certain Relationships and Related Transactions
Not applicable.
Item 14. Principal Accounting Fees and Services
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP is our company's independent auditor who
reported on our financial statements for the fiscal years ended October 31,
2003, 2004 and 2005.
The aggregate fees billed by our independent auditor for the fiscal years
ended October 31, 2004 and 2005 are set forth below. The Audit Committee
believes that the services performed by our independent auditor were compatible
with maintaining such auditor's independence.
2004 2005
---------- ----------
Audit (1) $1,904,000 $6,770,700
Audit Related (2) 44,000 37,500
Tax (3) 833,000 1,264,000
All Other -- --
---------- ----------
Total $2,781,000 $8,072,200
-11-
(1) Includes financial statement and statutory audits. For 2005, this
category also includes fees of $3,702,000 in connection with the audit of
management's assessment of internal control over financial reporting and
PricewaterhouseCoopers LLP's audit of our internal control over financial
reporting.
(2) Includes benefit plan audits.
(3) Includes tax compliance, advice and audit assistance.
All services provided to our company by our independent auditor must be
pre-approved by the Audit Committee. None of the Audit Related, Tax or All Other
services listed above was approved by the Audit Committee under a "de minimis"
exemption from pre-approval provided by applicable law.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the registrant has duly caused the amendment to this report
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of New York, state of New York, on this 27th day of February 2006.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
By: /s/ Karl H. Winters
-------------------------------
Karl H. Winters
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
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31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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