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United States Securities and Exchange Commission Form UNITED STATES 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 26, 2008 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 0-29230 51-0350842 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 622 Broadway, New York, New York 10012 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (646) 536-2842 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01. Regulation FD Disclosure On and after March 26, 2008, senior management of the Company will participate in various investor presentations. In addition, the Company has prepared a question and answer script for use in response to questions at such presentations and otherwise, which script is posted on www.taketwovalue.com. The investor presentation and investor/media Q&A script are being furnished with this Form 8-K and are attached hereto as Exhibits 99.1 and 99.2, respectively. Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act. Item 9.01 Financial Statements and Exhibits (d) Exhibits: 99.1 Investor presentation entitled “Take-Two Interactive Software, Inc. Recommendation of the Board of Directors to Reject Electronic Arts Inc.’s Tender Offer March 2008” 99.2 Investor/Media Q&A Script 2 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. TAKE-TWO INTERACTIVE SOFTWARE, INC. (Registrant) By: /s/Daniel P. Emerson Daniel P. Emerson Vice President, Associate General Counsel and Secretary Date: March 26, 2008 3 EXHIBIT INDEX Exhibit 99.1 Investor presentation entitled “Take-Two Interactive Software, Inc. Recommendation of the Board of Directors to Reject Electronic Arts Inc.’s Tender Offer March 2008” 99.2 Investor/Media Q&A Script 4 Exhibit 99.1 Take-Two Interactive Software, Inc. Recommendation of the Board of Directors to Reject Electronic Arts Inc.’s Tender Offer March 2008 2 Take-Two Interactive Software Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 TAKE- TWO’S STOCKHOLDERS SHOULD READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, WHICH WAS FILED WITH THE SEC ON MARCH 26, 2008, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO. THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 SETS FORTH THE REASONS FOR THE RECOMMENDATION OF THE TAKE- TWO BOARD AND RELATED INFORMATION. THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND DOCUMENTS FILED FROM TIME TO TIME BY THE COMPANY WITH THE SEC ARE AVAILABLE WITHOUT CHARGE FROM THE SEC’S WEBSITE AT WWW.SEC.GOV, AT TAKE-TWO’S WEBSITE AT WWW.TAKE2GAMES.COM OR FROM TAKE-TWO’S INFORMATION AGENTS, INNISFREE M&A AT (888) 750- 5834 OR MACKENZIE PARTNERS AT (800) 322-2885. The statements made in this document that are not historical facts are considered forward-looking statements under federal securities laws. These forward- looking statements are based on the beliefs of and assumptions made by our management, and information currently available to us at this time. Actual operating results may vary significantly from these forward-looking statements based on a variety of factors, including the risks related to Electronic Arts’ tender offer to acquire the Company’s outstanding shares. Important risk factors are described in our filings with the SEC, including our Form 10-K for the fiscal year ended October 31, 2007, and our Form 10-Q for the first quarter ended January 31, 2008 in the section entitled “Risk Factors.” These filings may be obtained from our website at www.take2games.com or by contacting the SEC. 3 Take-Two Interactive Software Trailers 4 Take-Two Interactive Software Introduction • On March 13, 2008, Electronic Arts Inc. (EA) commenced an unsolicited conditional tender offer to acquire all of the outstanding shares of common stock of Take-Two • Take- Two’s Board of Directors has carefully reviewed and considered the EA offer with its financial and legal advisors • The Board has voted unanimously to recommend that Take- Two stockholders REJECT the EA offer as it comes at the wrong time and at the wrong price 5 Take-Two Interactive Software Board’s Rationale for EA Offer Rejection • EA’s offer is inadequate and substantially undervalues the Company and its assets, particularly its unique IP, proprietary and licensed brands, and creative talent • EA’s offer is opportunistically timed to capture the value of the upcoming Grand Theft Auto IV launch at the expense of Take-Two stockholders • EA’s offer does not reflect the value of the revitalization efforts completed and underway at the Company • The transaction multiples implied by EA's offer are materially below comparable company trading multiples and transaction multiples in precedent transactions • EA’s offer does not compensate stockholders for the value of the significant synergies EA would realize from the potential transaction TAKE-TWO IS WORTH SIGNIFICANTLY MORE THAN $26 PER SHARE 6 Take-Two Interactive Software The Board Will Explore All Alternatives to Maximize Value for Stockholders • Board and management have always been and remain keenly focused on maximizing value for stockholders – Current Board and management team installed by stockholders for stockholders in March 2007 • Board is committed to exploring fully all alternatives to maximize stockholder value, which may result in a business combination of the Company with third parties or EA, remaining independent, or other strategic or financial alternatives • Formal process will commence on April 30, following launch of GTA IV – Began assembly of materials necessary for interested parties’ due diligence – Willingness to enter confidentiality agreements immediately • Approach provides the right balance between ensuring the full value of GTA IV is accounted for once any negotiations begin, keeping employees focused, and ensuring the strategic review process moves ahead quickly and appropriately post-launch • Management remains focused on achieving business objectives, implementing restructuring initiatives and ensuring successful, on-time launch of Grand Theft Auto IV and all other key releases 7 Take-Two Interactive Software EA’s Offer Undervalues Take-Two and its Unique Owned IP • Unique owned IP – Grand Theft Auto is the industry’s #1 franchise – Proven track record of creating new IP: Midnight Club, BioShock, Bully, Rockstar Games presents Table Tennis, Carnival, Manhunt and others • Industry-leading publishing program – Rockstar, 2K Games, 2K Sports and 2K Play labels – 1,300 in-house developers in 16 studios – 30 distinct titles selling one million units or more • Solid product pipeline – Grand Theft Auto IV, Midnight Club: Los Angeles, Civilization Revolution, Carnival Games: Mini-Golf, Top Spin 3, Mafia II, Borderlands, BioShock 2, Don King Presents: Prizefighter, NBA 2K8, NHL 2K8, Major League Baseball 2K9 • Partnerships with leading third-party developers • Growing sports business with industry’s top-rated titles • Strong licensor relationships 8 Take-Two Interactive Software Leading Publisher Well-Positioned to Benefit from Attractive Industry Dynamics 1. Per Wall Street research, DFC and PWC. 2. Category includes console, PC and handheld software sales in retail. 3. Includes revenue from subscriptions and digital distribution. $0 $10 $20 $30 $40 $50 $60 $70 2006 2007 2008 2009 2010 2011 Traditional Console / PC Online Wireless Advertising Microtransactions (2) (4) ($ in billions) $28.0 $34.1 $40.9 $47.7 $52.3 $54.8 (5) (3) Interactive Entertainment Software Market Growth (1) 4. Includes revenue from in-game advertising and advergames. 5. Assumes that U.S. revenue represents 50% of worldwide total. 9 Take-Two Interactive Software Industry-Leading IP Portfolio: 15 Million Unit Plus Owned Franchises 1. Franchises with sequels announced for release in 2008 - 2009. Franchise Properties with Near-Term Sequel Releases Provide Significant Revenue Visibility 2009 2 1 Mafia Summer 2008 8 4 Civilization Fall 2008 12 3 Midnight Club April 29, 2008 70 5 Grand Theft Auto Next Release Date Units Sold Life to Date (mil) # of Releases Franchise(1) 10 Take-Two Interactive Software Consistent Product Diversification Strategy FY 04 FY 05 FY 06 FY 07 FY 08/FY09 Continued Expansion of “Core” Franchises – GTA, Midnight Club Consistent Launches of New 1+MM-Selling IP Growing Portfolio of Successful
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