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): May 6, 2005
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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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 6, 2005, Take-Two Interactive Software, Inc. (the "Company")
entered into a three-year employment agreement with Paul Eibeler, which
agreement provides that Mr. Eibeler will devote substantially all of his time to
business of the Company as Chief Executive Officer and President. The agreement
provides for Mr. Eibeler to receive an annual salary of $750,000 and a bonus at
the end of each fiscal year equal to 100% of the salary in the event that he and
the Company achieve certain agreed upon performance targets. In addition to
options to purchase 300,000 shares that he received when he became President of
the Company in April 2004, Mr. Eibeler also is to receive a grant of 75,000
shares of restricted stock (vesting over a three-year period) under the
Company's Incentive Stock Program, subject to stockholder approval of an
increase in the number of shares available for grant under such plan.
The agreement provides for the Company to pay Mr. Eibeler's salary for
a period of twelve months in the event 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 in the event his employment is terminated upon a
change of control of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits. 10.1 Employment Agreement dated May 6, 2005 between the
Company and Paul Eibeler.
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: May 6, 2005