Take Two Interactive Software Inc – ‘8-K’ for 3/18/98

As of:  Wednesday, 3/25/98   ·   For:  3/18/98   ·   Accession #:  891554-98-293   ·   File #:  0-29230

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     14K 
 2: EX-1        Asset Purchase Agreement                              39    132K 
 3: EX-2        Certificate of Designation                            10     22K 
 4: EX-3        Registration Rights Agreement                         10     41K 

8-K   —   Current Report
Document Table of Contents

8-K
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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

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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                                                    

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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.                                

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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

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/25/98
For Period End:		3/18/98		1					8-K/A
		3/11/98		3					3
		3/10/98		3
									List all Filings