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Two at Take-Two Take Pleas

Former chief accounting officer and ex-general counsel at the "Grand Theft Auto" video-game maker say they falsified records in the backdating of stock options.
Stephen Taub, CFO.com | US
July 20, 2007

The former chief accounting office and former general counsel of Take-Two Interactive Software, the video game maker best known for the blockbuster "Grand Theft Auto" series, pled guilty to falsifying business records in connection with the improper backdating of employee stock options.

Patti Tay, the former accounting officer, admitted to making false entries in 2001 and 2002 on a spreadsheet of stock option grants, according to Bloomberg, which cited court records. Kenneth I. Selterman, the company's former top lawyer, pled guilty to providing false information in a March 2002 letter to regulators regarding options.

Back in December, Take-Two said it would restate its results for the past 10 years after a special committee of the board found "improprieties" in the process of granting and documenting stock options and that incorrect measurement dates for certain stock option grants were used for financial accounting purposes.

The company said at the time that its internal investigation did not find misconduct by its then-current executive officers, including chief executive officer and president Paul Eibeler and CFO Karl Winters.

Last October, Ryan Brant, who founded the company, resigned from a non-executive position. In 2005, he agreed to pay more than $3.6 million while Take-Two agreed to pay $7.5 million to settle a Securities and Exchange Commission complaint that it overstated results from 2000 to 2003. Brant also agreed to be barred from serving as an officer or director of a public company for five years.

In January, Take-Two pinned its troubles on Brant. According to a regulatory filing at the time, a Take-Two special committee determined that the company's compensation committee "abdicated its option granting responsibilities" and permitted Brant " o control and dominate the granting process."

The company elaborated that between April 1997 and August 2003, Brant "engaged in a pattern and practice of backdating options." During the period, "a significant number of option grants appear to have been backdated." Take-Two's filing added, however, that the special committee uncovered no such irregularities since that time.

"The company, in granting options, failed in many cases to comply with the terms of its stock option plans, did not maintain adequate control and compliance procedures for option grants, and did not generate or maintain adequate or appropriate documentation of such grants," stated the filing.

Take-Two's filing also stressed that it found no evidence to suggest that Eibeler or Winters had engaged in any conduct that would raise concerns about the reliability of their representations to auditors, nor did it uncover evidence that Eibeler or Winters engaged in any options-related misconduct.




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