UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
DC 20549
|
|
FORM
12b-25
|
|
SEC
File Number 0-29230
CUSIP
Number 874054 10 9
|
|
NOTIFICATION
OF LATE FILING
|
|
(Check
One):
|
x
Form
10-K o Form
20-F o
Form 11-K o Form 10-Q
o Form
10-D o
Form N-SAR oForm
N-CSR
|
|
|
For
Period Ended: October 31, 2006
|
|
|
|
o Transition
Report on Form
10-K
|
|
o Transition
Report on Form
20-F
|
|
o Transition
Report on Form
11-K
|
|
o Transition
Report on Form
10-Q
|
|
o Transition
Report on Form
N-SAR
|
|
|
|
For
the Transition Period Ended: N/A
|
|
|
Nothing
in this form shall be construed to imply that the Commission has
verified
any information contained herein.
|
|
If
the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification
relates:
|
|
|
PART
I-REGISTRANT INFORMATION
|
|
Take-Two
Interactive Software, Inc.
|
Full
Name of Registrant
|
|
|
Former
Name if Applicable
|
|
622
Broadway
|
Address
of Principal Executive Office (Street and Number)
|
|
New
York, NY 10012
|
(City,
State and Zip Code)
|
PART
II - RULES 12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
|
(a)
|
The
reasons described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or expense;
|
|
|
|
¨
|
(b)
|
The
subject annual report, semi-annual report, transition report on Form
10-K,
Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be
filed on or before the fifteenth calendar day following the prescribed
due
date; or the subject quarterly report or transition report on Form
10-Q or
subject distribution report on Form 10-D, or portion thereof will
be filed
on or before the fifth calendar day following the prescribed due
date; and
|
|
|
|
|
(c)
|
The
accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
|
|
|
|
|
|
|
PART
III -NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR or the transition report or portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
As
the
registrant has previously disclosed, its Special Committee consisting of
independent board members, with the assistance of independent legal counsel
and
independent accountants has conducted an internal investigation of certain
of
the registrant’s historical stock option grants and practices. As previously
disclosed on December 11, 2006, the registrant’s management and Board of
Directors has concluded that the registrant will need to restate certain of
its
historical financial statements to record non-cash charges for compensation
expense relating to certain past stock option grants. The registrant is in
the
process of finalizing its conclusions regarding the amount of such charges,
the
resulting tax and accounting impact, and which periods require restatement.
These conclusions will need to be reviewed by the registrant’s Audit Committee
and independent accountants. Consequently, in addition to having been
unable to file its Form 10-Q for the quarter ended July 31, 2006 as it
previously announced, the registrant was also unable to file its Form 10-K
for
the year ended October 31, 2006 by the required filing date and does not
currently expect that the Form 10-K will be filed on or before the fifteenth
calendar day following the required filing date as prescribed in
Rule 12b-25. The registrant plans to file its Quarterly Report on Form 10-Q
for the quarter ended July 31, 2006 and its Annual Report on Form 10-K for
the
year ended October 31, 2006 as soon as practicable.
PART
IV - OTHER INFORMATION
(1) Name
and
telephone number of person to contact in regard to this notification
Karl
H. Winters
|
|
646
|
|
536-2842
|
(Name)
|
|
(Area
Code)
|
|
(Telephone
Number)
|
|
|
|
|
|
(2) Have
all
other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify
report(s). o
Yes x No
The
registrant did not file its quarterly report on Form 10-Q for the quarter ended
July 31, 2006.
(3) Is
it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion
thereof? x
Yes o No
If
so:
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
At
this
time the registrant is unable to estimate a range of the non-cash, stock-based,
compensation charges and the related tax and accounting impact on the
registrant’s financial statements for its fiscal years ended October 31, 1997
through October 31, 2006 resulting from the matters discussed in Part III of
this Report. For the foregoing reasons, the registrant cannot reasonably
estimate its results of operations for its fiscal year ended October 31, 2006.
However, the registrant anticipates that there will be a decrease in net revenue
and an increase in cost of goods sold and operating expenses for its fiscal
year
ended October 31, 2006 as compared to its fiscal year ended October 31, 2005.
|
Take-Two
Interactive Software, Inc.
|
(Name
of Registrant as Specified in Charter)
|
|
has
caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
Date
January 17, 2007
|
By:
|
/s/
Karl H.
Winters
|
|
Chief
Financial Officer
|
|
|
|
|
Instruction:
The form may be signed by an executive officer of the registrant or by any
other
duly authorized representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the statement is signed
on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.