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Take-Two Interactive said in preliminary proxy statement filed wi...

Take-Two Interactive said in preliminary proxy statement filed with SEC Fri. that it planned to hold special stockholders meeting Nov. 17 at its N.Y.C. hq. Take-Two said main item on meeting agenda was to consider amendment to company’s certificate…

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of incorporation to increase the authorized common stock from 50 million to 100 million shares. Company said that as of Fri., financial services company FMR (Fidelity Investments held largest stake -- 10.7%, with 4.65 million shares. In recent 10-Q SEC filing, Take-Two also provided more details of its recent purchase of San Francisco developer Frog City. It had disclosed only sketchy details of deal to analysts in May at E3 Expo (CED May 19 p6). But it said in 10-Q that in quarter ended July 31, it had “acquired all of the outstanding capital stock of Frog City, the developer of Tropico 2: Pirate Cove, and Cat Daddy Games LLC, another development studio.” It had made no mention of Cat Daddy in May meeting or in recent conference call discussing 3rd-quarter results (CED Sept 4 p4). In latter conference call, Take-Two announced plan to buy competitor TDK Mediactive -- no doubt most significant purchase of 3 companies. Take-Two said “the total purchase price for both studios” -- Frog City and Cat Daddy -- “consisted of [$757,000] in cash and [$319,000] of prepaid royalties previously advanced to Frog City.” Take-Two said it “also agreed to make additional payments of up to [$2.5 million] to the former owners of Cat Daddy, based on a percentage of Cat Daddy’s future profits, which will be recorded as compensation expense if the targets are met. In connection with the acquisitions, the company recorded goodwill of [$1.27 million] on a preliminary basis.” Take-Two also said that in 2003 it “entered into an agreement with Destineer Publishing, a publisher of PC games, under which Destineer granted the company exclusive distribution rights to 8 PC games to be published by Destineer.” Take-Two said it “agreed to make recoupable advances to Destineer of approximately [$6.7 million]… In addition, the company agreed to make a loan to Destineer of [$1 million].” In return, it said, “Destineer granted the company an immediately exercisable option to purchase a 19.9% interest in Destineer and a 2nd option to purchase the remaining interest for a price equal to a multiple of Destineer’s EBIT, exercisable during a period following April 2005.”