8-KRegulation FDOther EventsExhibits & Filings

TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Regulation FD Disclosure (Apr 21, 2008)

Filed April 21, 2008For Securities:TTWO

Summary

Take-Two Interactive Software, Inc. (TTWO) filed an 8-K on April 21, 2008, detailing significant corporate events. The filing primarily disclosed the results of their annual stockholders' meeting held on April 17, 2008, and provided a response to Electronic Arts Inc.'s (EA) extension of its tender offer at a reduced price. This indicates ongoing strategic maneuvering and a response to external acquisition pressures. Crucially, the report also addresses the ongoing securities litigation. While the court dismissed claims related to "hidden" content in Grand Theft Auto: San Andreas due to inadequate pleading of intent, it allowed claims concerning alleged improper stock option granting practices to proceed against the company and some individual defendants, though the scope of potential damages was narrowed. The court granted plaintiffs permission to amend their complaint, setting a deadline for May 19, 2008.

Key Highlights

  • 1Company held its annual stockholders' meeting on April 17, 2008, and disclosed the results via press release.
  • 2Take-Two issued a press release on April 18, 2008, responding to Electronic Arts' decision to extend its tender offer at a lower price per share.
  • 3The U.S. District Court for the Southern District of New York dismissed claims against Take-Two and Rockstar Games related to "hidden" content in Grand Theft Auto: San Andreas.
  • 4The court, however, allowed securities litigation claims concerning alleged improper stock option granting practices to proceed against Take-Two and certain individual defendants.
  • 5The scope of potential shareholder damages related to stock option granting practices was narrowed by the court.
  • 6Plaintiffs in the securities litigation were granted permission to file an amended complaint by May 19, 2008, to address deficiencies.
  • 7The filing incorporates by reference transcripts and press releases related to the annual meeting and the response to EA's tender offer extension.

Frequently Asked Questions

The court dismissed all claims against Take-Two and its subsidiary Rockstar Games related to "hidden" content in Grand Theft Auto: San Andreas. The dismissal was based on the plaintiffs' failure to adequately plead scienter (intent) for any of the named defendants regarding these allegations.

The court denied Take-Two's motion to dismiss the claims related to alleged improper stock option granting practices. However, it narrowed the scope of potential shareholder damages by eliminating claims based on one of the plaintiffs' alleged disclosure dates. The court also dismissed claims against the former CFO and CEO but allowed plaintiffs to replead against the company and other individual defendants.

Take-Two issued a press release on April 18, 2008, responding to Electronic Arts Inc.'s announcement that it was extending its tender offer at a lower price per share. The specific details of Take-Two's response are available in Exhibit 99.3 filed with this 8-K.

The 8-K filing notes that a press release and transcript related to the results of the annual meeting held on April 17, 2008, were issued. These documents, incorporated by reference, would contain details about resolutions voted upon, management's statements, and potentially future outlook discussed during the meeting.