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 18, 1998
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.S. 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) 941-2988
Not Applicable
Former name or former address, if changed since last report
Item 2. Acquisition and Disposition of Assets
Acquisition of Certain Assets of BMG Interactive.
In March 1998, the Company acquired substantially all of the assets of BMG
Interactive, a division of BMG Entertainment North America ("BMG"), including
direct distribution, sales and marketing offices in France and Germany; a
product publishing and distribution group in the United Kingdom; distribution,
publishing and certain sequel rights to twelve upcoming video game and PC game
product releases; and various back catalog publishing and distribution rights.
As consideration for these assets, the Company issued to BMG 1,850,000
shares of newly created Series A Convertible Preferred Stock (the "Preferred
Stock"), which are convertible on a one-for-one basis into shares of Common
Stock. As a result, BMG beneficially owns approximately 15.8% of the Company's
outstanding Common Stock. The holder of the Preferred Stock has one vote per
share and, except as required by law, votes together with the holders of Common
Stock as a single class on all matters presented to the shareholders for action,
including the election of directors. The Preferred Stock is not entitled to
receive dividends and has a liquidation preference of $6.875 per share. The
Company has granted BMG certain "piggyback" and demand registration rights with
respect to the shares of Common Stock issuable upon conversion of the Preferred
Stock.
Among the publishing and distribution rights acquired were:
(1) The worldwide publishing and distribution rights and copyright to Grand
Theft Auto. The Company plans to release Grand Theft Auto through a distribution
agreement with ASC Games, Inc. for the personal computer ("PC") platform in the
United States in late March 1998 and under its own label for the Sony
PlayStation in May 1998.
(2) The worldwide publishing and distribution rights and copyright to Space
Station: Silicon Valley for the Nintendo 64 gaming system, scheduled to be
released in October 1998.
(3) The European distribution rights to PC recreational software products
including Berkley Systems' After Dark screen saver series, You Don't Know Jack
trivia series, gaming franchises such as Crystal Dynamic's Gex and Pandemonium
series for the Sony PlayStation, and ASC Games' One for the Sony PlayStation.
(4) The worldwide publishing and distribution rights to a series of sales
region customized World Cup soccer games for the Sony PlayStation. Each game in
the series is expected to be
-2-
released in special packaging in April 1998, showcasing team colors and stars
from the particular country it is released in.
(5) The worldwide publishing, distribution and sequel rights to the highly
anticipated role-playing game Monkey Hero for the Sony PlayStation and PC
platforms.
(6) The worldwide publishing, distribution and sequel rights to the
military combat game Special Ops for the Sony PlayStation and PC platforms. The
Company expects to release the PC platform version of Special Ops in the United
States in conjunction with Panasonic Interactive Media.
Pursuant to the acquisition, the Company became the assignee to agreements
entered into by BMG and/or its affiliates with respect to distribution rights to
certain products (including the products described above). These agreements
generally require the Company to make advance payments and pay royalties and
satisfy other conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of the Business Acquired.
Audited financial statements relating to the acquisition will be filed by
amendment within 60 days of the date this Report was required to be filed.
(b) Pro Forma Financial Information and Exhibits.
Pro Forma financial information relating to the acquisition will be filed
by amendment within 60 days of the date this report was required to be filed.
(c) Exhibits
Exhibit 1 - Asset Purchase Agreement, dated March 10, 1998, by and
betwen the Company and BMG.
Exhibit 2 - Certificate of Designation, dated March 11, 1998, of the
Company and certified by the Office of the Secretary of State of
Delaware.
Exhibit 3 - Registration Rights Agreement, dated March 11, 1998,
between BMG and the Company.
-3-
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.
Dated: March __, 1998
TAKE-TWO INTERACTIVE SOFTWARE, INC.
By
--------------------------------
Name: Ryan A. Brant
Title: Chairman
-4-