EXPLANATORY NOTE
On April 23, 2009, Take-Two Interactive Software, Inc. (the Registrant) filed a registration statement on Form S-8 (Registration No. 333-158735) (the Registration Statement) with the Securities and Exchange Commission (the Commission) to register 6,408,954 shares of the Registrants common stock, par value $0.01 per share (the Common Stock) available for issuance under the Registrants 2009 Stock Incentive Plan (as amended, the 2009 Plan). The Registrant paid a registration fee of $2,425.24 at that time to register such shares of Common Stock. On November 8, 2011, October 30, 2013, September 16, 2014 and October 27, 2016, the Registrant filed a registration statement on Form S-8 (Registration Nos. 333-177822, 333-191993, 333-198787 and 333-214285, respectively) to register an additional 7,750,000, 8,050,000, 5,000,000 and 1,400,000 shares of Common Stock, respectively, issuable pursuant to the 2009 Plan. The Registrant paid registration fees of $13,588.70, $17,729.96, $15,011.64 and $7,220.57, respectively, to register such shares of Common Stock. The registration statements on Form S-8 filed in connection with the 2009 Plan are referred to herein collectively as the Registration Statements. The Registration Statements also covered an indeterminate number of shares of Common Stock as may have become issuable as a result of stock dividends, stock splits, recapitalizations or other similar transactions in accordance with anti-dilution provisions.
On September 15, 2017 (the Approval Date), the Registrants 2017 Stock Incentive Plan (the 2017 Plan) was approved by the stockholders at the Registrants Annual Meeting of Stockholders. Upon stockholder approval of the 2017 Plan, no additional awards will be made under the 2009 Plan. The number of shares of Common Stock for which awards may be granted under the 2017 Plan shall be (i) 5,200,000 new shares of Common Stock plus (ii) up to 5,985,461 shares of Common Stock that were previously available for issuance under the 2009 Plan and that, pursuant to the terms of the 2017 Plan, have become or may become available for issuance under the 2017 Plan (the Carryover Shares) consisting of (a) up to 2,402,258 shares of Common Stock that have previously been approved by the Registrants stockholders for issuance under the 2009 Plan but have not been awarded under the 2009 Plan and (b) up to 3,583,203 shares of Common Stock that are subject to outstanding awards under the 2009 Plan but may become available for grants of awards under the 2017 Plan to the extent the shares underlying such awards are (i) not issued because they are expiring or being canceled, forfeited, settled in cash, or otherwise terminated without delivery to the grantee of the full number of shares of Common Stock to which the awards related or (ii) tendered by a participant or withheld by the Company to pay any tax withholding obligation with respect to any full value award (as such term is defined in the 2017 Plan).
Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the Registrant disclose a material change in the plan of distribution as it was originally disclosed in the Registration Statements and SEC Compliance and Disclosure Interpretation 126.43, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statements to reflect that, as of the Approval Date, the Carryover Shares may be issued under the 2017 Plan and to file as an exhibit hereto a copy of the 2017 Plan and a new opinion as to the validity of the shares of Common Stock that were previously issuable pursuant to the 2009 Plan. All other items of the Registration Statements are incorporated herein by reference without change.
Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statements, the Registrant is filing a registration statement on Form S-8 to register 5,200,000 new shares of Common Stock authorized for issuance pursuant to the 2017 Plan, which amount excludes the Carryover Shares. No additional shares of Common Stock are being registered by this Post-Effective Amendment No. 1 to the Registration Statements.