Schedule 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. |_|)
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Take-Two Interactive Software, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
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|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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TAKE-TWO INTERACTIVE SOFTWARE, INC.
622 BROADWAY
NEW YORK, NEW YORK 10012
October 9, 2003
Dear Fellow Stockholders:
You are cordially invited to attend the Special Meeting of
Stockholders which will be held on Monday, November 17, 2003, at 10:00 A.M.
local time at the Grand Hyatt, Conference Level, 42nd Street between Lexington
and Park Avenues, New York, New York 10017.
The Notice of Special Meeting and Proxy Statement, which
follow, describe the business to be conducted at the meeting.
Whether or not you plan to attend the meeting in person, it is
important that your shares be represented and voted. After reading the enclosed
Notice of Special Meeting and Proxy Statement, please complete, sign, date and
return your proxy card in the envelope provided. If the address on the
accompanying material is incorrect, please advise our Transfer Agent, American
Stock Transfer & Trust Company, in writing, at 59 Maiden Lane, New York, New
York 10038.
Your vote is very important, and we will appreciate a prompt return of
your signed proxy card. The Special Meeting will be held solely to tabulate the
votes cast and report on the results of voting on those matters listed in the
accompanying Proxy Statement. No presentations or other business matters are
planned for the meeting.
Cordially,
Jeffrey C. Lapin
Chief Executive Officer
TAKE-TWO INTERACTIVE SOFTWARE, INC.
622 BROADWAY
NEW YORK, NEW YORK 10012
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 17, 2003
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To the Stockholders of TAKE-TWO INTERACTIVE SOFTWARE, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Take-Two Interactive Software, Inc. (the "Company") will be held on Monday,
November 17, 2003, at 10:00 A.M. local time at the Grand Hyatt, Conference
Level, 42nd Street between Lexington and Park Avenues, New York, New York 10017,
for the following purposes:
1. To consider and vote upon a proposal to an amendment to the
Company's Certificate of Incorporation to increase the
authorized common stock from 50,000,000 to 100,000,000 shares;
and
2. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on October 6, 2003
are entitled to notice of and to vote at the Special Meeting or any adjournments
thereof.
The Special Meeting will be held solely to tabulate the votes cast and
report on the results of voting on those matters listed in the accompanying
Proxy Statement. No presentations or other business matters are planned for the
meeting.
By Order of the Board of Directors,
Jeffrey C. Lapin
Chief Executive Officer
October 9, 2003
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IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:
-- ---
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
PROXY STATEMENT
TAKE-TWO INTERACTIVE SOFTWARE, INC.
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 17, 2003
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of TAKE-TWO INTERACTIVE
SOFTWARE, INC. (the "Company") for use at the Special Meeting of Stockholders
(the "Special Meeting") to be held on Monday, November 17, 2003, including any
adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Meeting.
Management intends to mail this proxy statement and the
accompanying form of proxy to stockholders on or about October 10, 2003.
Proxies in the accompanying form, duly executed and returned
to the management of the Company and not revoked, will be voted at the Special
Meeting. Any proxy given pursuant to such solicitation may be revoked by the
stockholder at any time prior to the voting of the proxy by a subsequently dated
proxy, by written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the meeting and voting in person.
The address and telephone number of the principal executive
offices of the Company are:
622 Broadway
New York, New York 10012
Telephone No.: (646) 536-2842
The following questions and answers provide important
information about the Special Meeting and this proxy statement:
Q. What am I voting on?
A. A proposal to amend the Company's Certificate of Incorporation to increase
the number of shares of authorized common stock of the Company from 50,000,000
to 100,000,000.
Q. Who is entitled to vote?
A. Stockholders as of the close of business on October 6, 2003 are entitled to
vote at the Special Meeting. Each stockholder is entitled to one vote for each
share of common stock held.
Q. How do I vote?
A. You may sign and date each paper proxy card you receive and return it in the
prepaid envelope. If you return your signed proxy but do not indicate your
voting preferences, we will vote on your behalf FOR the amendment to the
Company's Certificate of Incorporation to increase the authorized common stock.
You have the right to revoke your proxy any time before the meeting by (1)
notifying the Company's Secretary, or (2) returning a later-dated proxy. You may
also revoke your proxy by voting in person at the Special Meeting.
You may also vote by telephone or via the Internet. See Voting
by Telephone or via the Internet below for further details. Please note that
there are separate telephone and Internet voting arrangements depending upon
whether shares are registered in your name or in the name of a bank or broker.
Q. How do I sign the paper proxy card?
A. Sign your name exactly as it appears on the proxy card. If you are signing in
a representative capacity (for example, as an attorney, executor, administrator,
guardian, trustee, or the officer or agent of a company), you should indicate
your name and title or capacity. If the stock is held in custody for a minor
(for example, under the Uniform Transfers to Minors Act), the custodian should
sign the proxy card, not the minor. If the stock is held in joint ownership, one
owner may sign on behalf of all the owners.
Q. What does it mean if I receive more than one proxy card?
A. It may mean that you hold shares registered in more than one account. Sign
and return all proxy cards to ensure that all your shares are voted. You may
call American Stock Transfer & Trust Company at 1-800-937-5449 if you have any
questions regarding the share information or your address appearing on the paper
proxy card.
Q. Who will count the votes?
A. A representative of American Stock Transfer & Trust Company will tabulate the
votes and act as independent inspector of election.
Q. What constitutes a quorum?
A. A majority of the outstanding shares present or represented by proxy
constitutes a quorum for the Special Meeting. As of October 6, 2003, 44,028,045
shares of the Company's common stock were issued and outstanding.
Q. How many votes are needed for the amendment to the Company's Certificate of
Incorporation?
A. The proposal to amend the Company's Certificate of Incorporation will be
approved if a majority of the Company's common stock issued and outstanding on
the Record Date are voted in favor of the amendment. Broker non-votes will not
be counted as votes cast either for or against the proposal.
Q. What is a "broker non-vote"?
A. A "broker non-vote" occurs when a broker submits a proxy that does not
indicate a vote for some of the proposals because the broker has not received
instructions from the beneficial owners of how to vote on such proposals and
does not have discretionary authority to vote in the absence of instructions.
OUTSTANDING STOCK AND VOTING RIGHTS
Only stockholders of record at the close of business on
October 6, 2003 (the "Record Date") are entitled to notice of and to vote at the
Special Meeting. As of the Record Date, there were issued and outstanding
44,028,045 shares of the Company's common stock, $.01 par value per share (the
"Common Stock"). Each share of Common Stock entitles the holder to one vote on
each matter submitted to a vote at the Special Meeting.
VOTING PROCEDURES AND PROXY INFORMATION
Approval of the Amendment to the Company's Certificate of
Incorporation to increase its authorized Common Stock requires the affirmative
vote of a majority of the issued and outstanding shares of Common Stock as of
the Record Date. All other matters at the meeting will be decided by the
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy at the meeting and entitled to vote on the subject
matter, provided a quorum exists. Votes will be counted and certified by one or
more Inspectors of Election who are expected to be employees of American Stock
Transfer & Trust Company, the Company's transfer agent.
In accordance with Delaware law, abstentions and "broker
non-votes" (i.e., proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owner or other persons
entitled to vote shares as to a matter with respect to which the brokers or
nominees do not have discretionary power to vote) will be treated as present for
purposes of determining the presence of a quorum. For purposes of determining
approval of a matter presented at the meeting, abstentions will be deemed
present and entitled to vote and will, therefore, have the same legal effect as
a vote "against" a matter presented at the meeting. Broker non-votes will be
deemed not entitled to vote on the subject matter as to which the non-vote is
indicated. However, because of the need to obtain the affirmative vote of the
majority of the outstanding shares of Common Stock, failures to vote and broker
non-votes will have the same practical effect as a vote against the proposal to
amend the Company's Certificate of Incorporation to increase the authorized
shares of Common Stock.
The enclosed proxies will be voted in accordance with the
instructions thereon. Unless otherwise stated, all shares represented by such
proxy will be voted as instructed. Proxies may be revoked as noted above.
The entire cost of soliciting proxies, including the costs of
preparing, assembling, printing and mailing this Proxy Statement, the proxy and
any additional soliciting material furnished to stockholders, will be borne by
the Company. The Company has retained Innisfree M&A Incorporated, a proxy
solicitation firm, to solicit proxies. The fee to be paid by the Company to such
proxy solicitation firm is not expected to exceed $10,000 and the Company will
also reimburse Innisfree M&A Incorporated for its out of pocket expenses.
Arrangements will be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxies and proxy materials to the beneficial owners of
stock, and these entities may be reimbursed by the Company for their expenses.
Proxies also may be solicited by directors, officers or employees of the Company
in person or by telephone, telegram or other means. No additional compensation
will be paid to such individuals for these services.
VOTING BY TELEPHONE OR VIA THE INTERNET
For Shares Registered in the Name of a Brokerage Firm or Bank.
A number of brokerage firms and banks are participating in a program provided
through ADP Investor Communication Services that offers telephone and Internet
voting options. This program is different than the program provided by American
Stock Transfer & Trust Company for shares registered in the name of the
stockholder. If your shares are held in an account at a brokerage firm or bank
participating in the ADP program, you may vote those shares telephonically by
calling the telephone number referenced on your voting form. If your shares are
held in an account at a brokerage firm or bank participating in the ADP program,
you are offered the opportunity to elect to vote via the Internet. Votes
submitted via the Internet through the ADP program must be received by 11:59
p.m. (EDT) on November 14, 2003. The giving of such proxy will not affect your
right to vote in person should you decide to attend the Special Meeting.
For Shares Directly Registered in the Name of the Stockholder.
Stockholders with shares registered directly with American Stock Transfer &
Trust Company may vote telephonically by calling American Stock Transfer & Trust
Company at 1-800-776-9437 or you may vote via the Internet at www.voteproxy.com.
The telephone and Internet voting procedures are designed to
authenticate stockholders' identities, to allow stockholders to give their
voting instructions and to confirm that stockholders' instructions have been
recorded properly. Stockholders voting via the Internet through either American
Stock Transfer & Trust Company or ADP Investor Communication Services should
understand that there may be costs associated with electronic access, such as
usage charges from Internet access providers and telephone companies, that must
be borne by the stockholder.
VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the
Record Date, based on information obtained from the persons named below, with
respect to the beneficial ownership of shares of Common Stock by (i) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock; (ii) each of the Chief Executive Officer and
other executive officers of the Company, each of whom was serving at the end of
the fiscal year October 31, 2002 and whose salary and bonus exceeded $100,000
for the fiscal year ended October 31, 2002; (iii) each of the Company's
directors; and (iv) all executive officers and directors of the Company as a
group:
Amount and
Nature of Percentage of
Name and Address of Beneficial Beneficial
Beneficial Owner (1) Ownership (2) Ownership
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FMR Corp (3)............................. 4,654,027 10.6%
Waddell & Reed Financial, Inc. (3)....... 2,652,026 6.0
Oliver R. Grace, Jr. (4)................. 470,880 1.1
Kelly Sumner (5)......................... 50,000 *
Ryan A. Brant (6)........................ 394,186 *
Paul Eibeler............................. -- *
Robert Flug (7).......................... 103,600 *
Mark Lewis (5)........................... 10,000 *
Todd Emmel (5)........................... 35,350 *
Steven Tisch (5)......................... 35,000 *
Karl H. Winters (5)...................... 115,000 *
Jeffrey C. Lapin (5)..................... -- *
Richard W. Roedel (5).................... 35,000 *
All directors and executive officers as a
group
(ten persons) (8)........................ 1,276,016 2.9%
*Less than 1%.
(1) Unless otherwise indicated, the address of each beneficial owner is
Take-Two Interactive Software, Inc., 622 Broadway, New York, New York
10012, except for Paul Eibeler, whose employment with the Company ended
in July 2003.
(2) Unless otherwise indicated, the Company believes that all persons named
in the table have sole voting and investment power with respect to all
shares beneficially owned by them. A person is deemed to be the
beneficial owner of securities that may be acquired by such person
within 60 days from the Record Date upon the exercise of options. Each
beneficial owner's percentage ownership is determined by assuming that
options that are held by such person (but not those held by any other
person) and which are exercisable within 60 days of the Record Date
have been exercised.
(3) Based on Schedules l3G filed with the Securities and Exchange
Commission as of February 14, 2003. According to its Schedule 13G,
Wadell & Reed Financial, Inc. is a holding company and certain of the
securities reported as beneficially owned by it are also beneficially
owned by certain of its subsidiaries. The address of Wadell & Reed
Financial, Inc. is 6300 Lamar Avenue, Overland Park, KS 66202. The
address of FMR Corp. is 82 Devonshire Street, Boston, MA 02109.
(4) Includes: (i) 381,880 shares owned of record by Anglo American Security
Fund, L.P., of which Mr. Grace is a general partner and (ii) options to
purchase 89,000 shares held by Mr. Grace.
(5) Represents shares issuable upon the exercise of options.
(6) Includes 84,973 shares issuable upon the exercise of options.
(7) Includes 23,168 shares held by S/L/ Danielle, Inc. and 80,432 shares
issuable upon the exercise of options.
(8) Includes 414,432 shares issuable upon exercise of options.
PROPOSAL I
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO EFFECT AN INCREASE IN
AUTHORIZED SHARES OF COMMON STOCK
The Company's Certificate of Incorporation currently provides
for authorized capital consisting of 50,000,000 shares of Common Stock, $.01 par
value and 5,000,000 shares of preferred stock, $.01 par value. At the Special
Meeting, the stockholders will be asked to vote upon an amendment to the
Certificate of Incorporation of the Company (the "Proposed Amendment") to
increase the number of authorized shares of Common Stock from 50,000,000 to
100,000,000 shares. Approval of this amendment requires the affirmative vote of
the holders of a majority of the shares of Common Stock of the Company that are
issued and outstanding as of the Record Date. The Proposed Amendment would amend
Section 8.1 of Article VIII of the Company's Certificate of Incorporation.
The Board of Directors considers the Proposed Amendment
advisable in order to provide flexibility for future capital requirements and to
afford the Company the ability to effect a stock split or dividend if the Board
should determine to do so at a future date. The Proposed Amendment would also
permit the Company to issue Common Stock in connection with potential
acquisitions of intellectual property, products and businesses that the Board
deems in the best interests of the Company. The development of the Company to
date has been financed in part through the issuance of its Common Stock or
securities convertible into Common Stock and the Board of Directors believes
that it would be beneficial to the Company to be in a position to make
additional issuances of such Common Stock or convertible securities if
circumstances warrant such issuances.
Of the 50,000,000 shares of Common Stock currently authorized,
as of October 6, 2003, 44,028,045 shares have been issued and are outstanding,
and approximately 4,913,000 shares have been reserved for issuance upon exercise
of outstanding options and warrants and approximately 407,000 shares upon
exercise of options or awards available for grant under the Company's existing
stock option and incentive stock plans. In addition, approximately 250,000
shares and 50,000 shares underlying options have been reserved for issuance
pursuant to a Merger Agreement dated September 2, 2003 by and among the Company,
TDK Mediactive and TDK USA. The Company, therefore, only has approximately
352,000 shares of unreserved Common Stock available for future issuance.
Approval by the stockholders of the Proposed Amendment at the Special Meeting
will avoid the possible need to call and hold a special meeting for that purpose
at a later date on an accelerated timetable.
If the Proposed Amendment is approved the Board of Directors
will be empowered to authorize the issuance of the additional shares of Common
Stock at such time or times, to such persons and for such consideration as the
Board deems appropriate, without further stockholder action. Although such
additional shares could be used to dilute the share ownership of persons seeking
to obtain control of the Company, approval of the Proposed Amendment is not
being sought for that purpose. The Company has no current plans to issue the
additional shares of Common Stock that are the subject of the Proposed
Amendment.
None of the Company's Common Stock has any pre-emptive rights.
RECOMMENDATION
The Board of Directors believes that the Proposed Amendment is
in the best interest of the Company and recommends a vote "FOR" the Proposed
Amendment.
OTHER INFORMATION
The Board of Directors is aware of no matters, except for
those incident to the conduct of the Special Meeting, that are to be presented
to stockholders for formal action at the Special Meeting. If, however, any other
matters properly come before the Special Meeting or any adjournments thereof, it
is the intention of the persons named in the proxy to vote the proxy in
accordance with their judgment.
By order of the Board of Directors,
Jeffrey C. Lapin
Chief Executive Officer
October 9, 2003
PROXY
TAKE-TWO INTERACTIVE SOFTWARE, INC.
622 BROADWAY
NEW YORK, NEW YORK 10012
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 17, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints RYAN A. BRANT and JEFFREY C.
LAPIN and each of them, Proxies, with full power of substitution in each of
them, in the name, place and stead of the undersigned, to vote at the Special
Meeting of Stockholders of Take-Two Interactive Software, Inc. (the "Company")
on November 17, 2003, at the Grand Hyatt, Conference Level, 42nd Street between
Lexington and Park Avenues, New York, NY 10017 or at any adjournment or
adjournments thereof, according to the number of votes that the undersigned
would be entitled to vote if personally present upon the following matters:
(Continued and to be signed on the reverse side)
SPECIAL MEETING OF STOCKHOLDERS OF
TAKE-TWO INTERACTIVE SOFTWARE, INC.
NOVEMBER 17, 2003
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PROXY VOTING INSTRUCTIONS
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MAIL - Date, sign and mail your proxy card in the COMPANY NUMBER
envelope provided as soon as possible.
-OR-
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TELEPHONE -Call toll-free 1-800-PROXIES from ACCOUNT NUMBER
any touch-tone telephone and follow the instructions.
Have your control number and proxy card available ------------------------------- ---------------------
with you call. NUMBER OF SHARES
-OR- ------------------------------- ---------------------
INTERNET - Access WWW.VOTEPROXY.COM and follow CONTROL NUMBER
the on-screen instructions. Have your control number
available when you access the web page.
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[ Please detach and mail in the envelope provided IF you are not voting via telephone or the Internet ]
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL SET FORTH BELOW. PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |X|
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FOR AGAINST ABSTAIN
1. Approval of Amendment to the |_| |_| |_|
Company's Certificate of Incorporation
to Increase the Authorized Common Stock
In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
before the meeting.
The proxy will be voted in accordance with the
instructions given above. If no instructions are
given, this proxy will be voted for those nominees
and the proposals listed above.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD USING THE
ENCLOSED ENVELOPE
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To change the address on your account please check |_|
the box at right and indicate your new address
in the address space above. Please note that
changes to the registered name(s) on the account
may not be submitted via this method.
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Signature of Stockholder: Date: Signature of Stockholder: Date:
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NOTE: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the
signer is a corporation, please sign full corporation name by duly authorized officer, giving full title as such. If
signer is a partnership, please sign in partnership name by authorized person.
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