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): January
19, 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
(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):
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
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
January 19, 2006, Barbara A. Kaczynski resigned from the Registrant’s Board of
Directors and her related positions as Chair of the Registrant’s Audit Committee
and member of the Registrant’s Corporate Governance Committee. On January 19,
2006, Ms. Kaczynski delivered a letter of resignation to the Registrant’s Board
of Directors, a copy of which is attached hereto as Exhibit 17.1. A further
letter on behalf of Ms. Kaczynski is attached hereto as Exhibit 17.2.
On
January 24, 2006, Michael J. Malone, age 61, was appointed as a
director of the Registrant. From May 2001 through February 7, 2005, Mr. Malone
served as non-executive Chairman of Maxide Acquisition, Inc., the 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 in 1967.
Todd
Emmel, a member of the Registrant’s Audit Committee, has been appointed acting
Chairman of that committee and Robert Flug, the Chairman of the Registrant’s
Compensation Committee and a member of the Registrant’s Audit Committee, has
been appointed interim non-executive Chairman of the Registrant’s Board of
Directors.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
17.1
Letter from Barbara Kaczynski dated January 19, 2006.
17.2
Letter on behalf of Ms. Kaczynski dated January 24, 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.
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TAKE-TWO
INTERACTIVE SOFTWARE, INC.
(Registrant)
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By: |
/s/ Karl
H.
Winters |
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Name:
Karl H. Winters |
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Title:
Chief Financial Officer |
Date:
January 25, 2006