| Take Two Interactive Software, Inc. | |||
| Ticker: | TTWO | 575 Broadway | |
| Exchange: | NASDAQ-Small Cap Market | New York, NY 10012 | |
| Industry: | High-Tech (SIC Code 7372) | (212) 941-2988 | |
| Type of Shares: | Common Shares | Filing Date: | 2/10/97 | |
| U.S. Shares: | 1,600,000 | Offer Date: | 4/14/97 | |
| Non-U.S. Shares: | 0 | Filing Price: | $5.00 | |
| Primary Shares: | 1,600,000 | Offer Price: | $5.00 | |
| Secondary Shares: | 0 | Gross Spread: | $0.50 | |
| Offering Amount: | $8,000,000 | Selling: | $0.20 | |
| Expenses: | $744,800 | Reallowance: | $0.10 | |
| Shares Out After: | 7,607,455 |
| Manager | Tier | Phone |
| Whale Securities Company | Lead Manager | (212) 484-2057 |
| Issuer's Law Firm: | Greenberg Traurig Hoffman Lipoff Rosen & Quentel |
| Bank's Law Firm: | Tenzer, Greenblatt, Fallon & Kaplan |
| Auditor: | Coopers & Lybrand |
| Registrar/Transfer Agent: | American Stock Transfer & Trust Co |
Dollar amounts in U.S. millions except for per share data | |||||
| 3 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 10/31/96 | 1/31/97 | 1/31/96 | 1/31/97 | ||
| Revenue: | $11.15 | $5.01 | $0.53 | Assets: | $9.49 |
| Net Income: | $0.52 | $0.02 | -$0.74 | Curr Assets: | |
| EPS: | $0.07 | -$0.11 | Liabilities: | $6.37 | |
| Prior EPS: | -$0.13 | $0.41 | -$0.56 | Curr Liabilities: | |
| Cash Flow/Oper: | -$1.27 | Equity: | $3.12 | ||
| Cash Flow/Fin: | Cash: | ||||
| Cash Flow/Inv: | |||||
| Business Description |
| The company is engaged in designing, developing publishing and marketing high quality interactive software games. Since its inception, the company has released a variety of award winning action, adventure, strategy and simulation titles, including: Ripper, a murder mystery adventure game featuring Christopher Walken, Karen Allen and Burgess Meredith; JetFighter III, the third in a series of the popular 3-D military flight simulation game; Hell: A Cyberpunk Thriller, a futuristic adventure game featuring Dennis Hopper, Stephanie Seymour, Grace Jones and Geoffrey Holder; Advanced Dungeons & Dragons: Iron & Blood, a 3-D medieval battle game set in the "Ravenloft" fantasy world; and Star Crusader, a science fiction flight simulation adventure game. The company has achieved rapid growth, and believes that the popularity of its products is attributable to the use of recognizable Hollywood personalities combined with creative content and enhanced audio and visual effects made possible through the use of advanced software development technologies and production techniques. |
| Competition |
| The company faces intense competition for a finite amount of consumer discretionary spending from numerous other businesses in the consumer software industry, including certain of its distributors, ranging from small companies with limited resources to large companies with substantially greater financial, technical, marketing and other resources than those of the company. The company competes primarily on the basis of product quality and features, production capabilities, access to distribution channels and price. The company considers its primary competitors in the entertainment software market to be Activision, Inc., Electronic Arts, Inc., GT Interactive, Inc., CUC International, Inc., Maxis, Inc. and Sony Entertainment Corporation of America, Inc., among others. These and other companies with significantly greater financial resources than the company may be able to carry larger inventories, adopt more aggressive pricing policies, make higher offers to high profile Hollywood talent, licensors and developers for commercially desirable properties and implement more extensive advertising campaigns, both generally and in response to efforts by additional competitors seeking to enter into new markets and market new products. In addition, new competitors including large software companies, media companies and film studios, are increasing their focus on the interactive entertainment software market. Competition for the company's products is influenced by the timing of competitive price competition, reduced operating margins, loss of shelf space or a reduction in sell-through of the company's products at retail stores. The company's products also compete with numerous other products and services which provide similar entertainment value, such as motion picture, television and audio and video cassettes featuring similar themes, on-line computer programs and various other forms of entertainment which may be less expensive or provide other advantages to consumers. |
| Business Plan |
| The company's primary objective is to rapidly expand its portfolio of software titles. The company intends to pursue a strategy for maximizing revenue by: (I) Developing a Broad Line of New Titles, (ii) Focusing on Platforms with Market Potential, (iii) Strategically Releasing New Titles, (iv) Expanding International Sales and (v) Pursuing Selective Acquisitions. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for software development, product acquisition, expansion of production capacity, working capital and for general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Ryan A. Brant | 65.00% | 52.70% |
| Neil S. Hirsch | 62.20% | 49.70% |
| Bridgehampton Investors, L.P. | 62.20% | 49.70% |
| Oliver R. Grace, Jr. | 12.80% | 9.80% |
| Anglo American Security Fund, L.P. | 12.80% | 9.80% |
| Ira Shapiro | 11.70% | 9.20% |
| Mark E. Seremet | 5.60% | 4.50% |
| Officer Name | Title | Age |
| Ryan A. Brant | Chief Executive Officer and Director | 25 |
| Barbara A. Ras | Controller | 34 |
| Mark E. Seremet | President, Chief Operating Officer and Director | 32 |
| Thomas Ptak | Vice President of Creative Development | 43 |
| James W. Bartolomei, Jr. | Vice President of Sales | 34 |
| # of Units: | 1,600,000 | |||
| Unit Ticker: | - | Unit Price: | $5.00 | |
| Warrant Ticker: | TTWOW | Warrant Price: | ||
| Warrant Exercise Date: | Warrant Exercise Price: | |||
| Warrant Expiration Date: | ||||
| Warrant Detachable: | Yes | Warrant Detach Date: | ||
| Warrant Callable: | No |
| Unit Composition: 1 Common Share + 1 Warrant |
| Warrant Entitlement: 1 Common Share |