What is the main purpose of this 8-K filing?

This 8-K filing announces an amendment to the Management Agreement between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation. The amendment primarily adjusts the timing and calculation methods for granting stock options and restricted stock to ZelnickMedia as part of their compensation.

When will ZelnickMedia receive their stock options?

The stock options are now scheduled to be granted on August 27, 2007, which is the 150th day following the original agreement date of March 30, 2007.

How will the number of shares for ZelnickMedia's compensation be determined?

For the stock options, the number of shares will be calculated based on 2.5% of Take-Two's outstanding common stock on a fully diluted basis as of the close of business on the date of the amendment (July 26, 2007). The number of restricted shares to be granted is also to be calculated on the grant date but is contingent upon approval by Take-Two's stockholders.

What is the significance of stockholder approval mentioned in the filing?

Stockholder approval is required for the issuance of restricted common stock to ZelnickMedia. Take-Two is committed to seeking this approval, either through an amendment to its Incentive Stock Plan or specific approval for the share issuance, by October 31, 2007. Failure to obtain this approval would prevent the issuance of the restricted stock.

TTWO 8-K: Material Agreements

Summary

Take-Two Interactive Software, Inc. (TTWO) filed an 8-K on July 27, 2007, reporting an amendment to its Management Agreement with ZelnickMedia Corporation. This amendment primarily concerns the timing and terms for granting stock options and restricted stock to ZelnickMedia as compensation for management consulting services. The key change is the deferral of the option grant date to August 27, 2007, and the modification of how the number of shares for both options and restricted stock will be determined, now based on the fully diluted share count as of the amendment date for options and contingent on stockholder approval for restricted stock. For investors, this filing signals a material change in the compensation structure for ZelnickMedia. The deferral of the grant date and the basis for share calculation are important details. Investors should note the company's commitment to seeking stockholder approval for the restricted stock issuance, which will be a crucial event to monitor. This amendment impacts potential share dilution and the overall equity structure, making it a significant disclosure for understanding TTWO's corporate governance and financial arrangements.

Key Highlights

1Amendment to Management Agreement with ZelnickMedia Corporation dated July 26, 2007.
2Original Management Agreement was dated March 30, 2007, for financial and management consulting services.
3Stock option grant date amended to August 27, 2007.
4Number of stock options to be granted will be based on 2.5% of fully diluted common stock as of the amendment date.
5Grant of restricted common stock is contingent on stockholder approval.
6Company will use commercially reasonable efforts to obtain stockholder approval for restricted stock by October 31, 2007.

TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Material Agreement (Jul 27, 2007)

Summary

Key Highlights

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