SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 14, 2000
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-29230 51-0350842
(State or other jurisdiction (Commission (I.R.C. Employer
of incorporation) File Number) Identification No.)
575 Broadway, New York, New York 10012
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 334-6633
Not Applicable
Former name or former address, if changed since last report
Item 2. Acquisition of Assets.
On March 14, 2000, Take-Two Interactive Software, Inc., through its
wholly-owned subsidiary Broadband Studios, Inc., acquired all of the outstanding
capital stock of Toga Holdings B.V., a Netherlands corporation, the parent
company of Pixel Broadband Studios, Ltd., an Israeli corporation, from Broadband
Solutions, Inc. Under a stock purchase agreement, our subsidiary acquired all of
the outstanding capital stock of Toga for $4.45 million and 2,561,245 shares of
common stock. Pixel is a leading provider of multiplayer gaming technology.
Effective as of the closing, our subsidiary entered into a four-year
employment agreement with Ramy Weitz. Mr. Weitz became President of the
subsidiary. We also granted options to purchase 190,000 shares of our common
stock to certain employees of Pixel.
We entered into a registration rights agreement with Broadband Solutions,
Inc. providing for certain registration rights in connection with the shares
issued in the transaction, including the registration of approximately 410,000
shares of common stock as promptly as possible after the closing and with a
demand registration right to register an additional approximately 385,000 shares
six months after the closing.
Effective as of the closing, our subsidiary granted a two-year warrant to
an entity controlled by Mr. Weitz to purchase 5,000,000 shares of our subsidiary
(representing 10% of the issued and outstanding capital stock of the subsidiary
based upon an agreed upon valuation). In addition, our company, our subsidiary
and an entity controlled by Mr. Weitz entered into an agreement which provides
such entity with certain board representation rights, preemptive rights in
connection with certain issuances of capital stock by our subsidiary and certain
purchase and sale rights in connection with a sale of the our subsidiary's stock
by us. The provisions of this agreement terminate upon an initial public
offering by our subsidiary.
The source of the consideration paid in connection with the acquisition was
authorized but unissued of shares of common stock, and cash raised from private
sale of shares of our common stock. The amount of consideration paid by us in
connection with the acquisition was determined by arm's length negotiations.
Descriptions of the stock purchase agreement and the other agreements
discussed above are qualified in their entirety by reference to such agreements,
which are attached as exhibits and are incorporated herein by reference.
Item 7. Exhibits.
Exhibit 1 - Stock Purchase Agreement
Exhibit 2 - Registration Rights Agreement
Exhibit 3 - Employment Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on behalf of the undersigned duly
authorized.
Dated: March 20, 2000
Take-Two Interactive Software, Inc.
By: /s/ Ryan A. Brant
--------------------------------
Ryan A. Brant
Chairman of the Board
Chief Executive Officer