UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No.: 0-27338
 ATARI, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    13-3689915(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 417 Fifth Avenue, New York, NY 10016
 Registrants telephone number, including area code: (212) 726-6500
 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.10 par value
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ
  Documents Incorporated by Reference




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##### 



EXPLANATORY PARAGRAPH
  ATARI, INC. AND SUBSIDIARIES
MARCH 31, 2008 ANNUAL REPORT ON FORM 10-K/A
 TABLE OF CONTENTS
 PagePART IIIITEM 10.  Directors, Executive Officers, and Corporate Governance
    
    
    2ITEM 11.  Executive Compensation
    
    
    6ITEM 12.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    9ITEM 13.  Certain Relationships and Related Transactions, and Director Independence
    
    
    10ITEM 14.  Principal Accounting Fees and Services
    
    
    15PART IVITEM
15.  Exhibits and Financial Statement Schedules
    
    
    16SIGNATURES
    
    
    17EXHIBIT
INDEX




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##### 



This
Amendment No. 1 to our Annual Report contains forward-looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995.  We caution readers regarding forward-looking statements
in this Report, press releases, securities filings, and other documents and communications.  All
statements, other than statements of historical fact, including statements regarding industry
prospects and expected future results of operations or financial position, made in this Amendment
No.1 to our Annual Report on Form 10-K/A are forward looking.  The words believe, expect, anticipate, intend and
similar expressions generally identify forward-looking statements.  These forward-looking
statements are necessarily based upon estimates and assumptions that, while considered reasonable
by us, are inherently subject to significant business, economic and competitive uncertainties and
contingencies and known and unknown risks.  As a result of such risks, our actual results could
differ materially from those anticipated by any forward-looking statements made by, or on behalf
of, us.  We will not necessarily update information if it later turns out that what occurs is
different from what was anticipated in a forward-looking statement. For a discussion of some
factors that could cause our operating results or other matters not to be as anticipated by
forward-looking statements in this document, please see Item 1A entitled Risk Factors on pages 13
to 18 of our 2008 Annual Report on Form 10-K.




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##### 



PART III
 
 ITEM 10 . DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
  Directors
      2




---



##### 



Changes in Directors During Fiscal 2008
    Executive Officers
  Name
    
    Age
    
    PositionJim Wilson
    
    
    43
    
    
    Chief Executive Officer and PresidentArturo Rodriguez
    
    
    33
    
    
    Chief Financial Officer (Acting), Vice President and ControllerTimothy Flynn
    
    
    54
    
    
    Senior Vice President of Sales
    Employment Agreements
 Employment Agreement with Jim Wilson
 3




---



##### 



Letter Agreement with Arturo Rodriguez
 Letter Agreement with Timothy Flynn
 Changes in Executive Officers During Fiscal 2008
   Committees
  Audit Committee and Audit Committee Financial Expert
   4




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##### 



Compensation Committee
    Special Committee
   Director Nominations
    Stockholder Communications with our Board
  5




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##### 



Code of Ethics
  Section 16(a) Beneficial Ownership Reporting Compliance
   
 ITEM 11 . EXECUTIVE COMPENSATION
 Summary Compensation Table for Fiscal 2008
  Change inPensionValue andNonqualifiedNon Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalPosition
    
    Year
    
    (S)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)David PiercePresident and CEO
    
    
    2008
    
    
    
    316,364
    
    
    
    
    
    
    
    
    
    
    
    48,449
    
    
    
    
    
    
    
    
    
    
    
    218,444
    (1)
    
    
    583,257(former)
    
    
    2007
    
    
    
    345,455
    
    
    
    
    
    
    
    
    
    
    
    63,475
    
    
    
    
    
    
    
    
    
    
    
    6,875
    (2)
    
    
    415,805Jim Wilson
    
    
    2008
    
    
    
    1,538
    
    
    
    
    
    
    
    
    
    
    
    382
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,520President and CEO
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jean-Marcel NicolaiSVP, Chief
Technology
    
    
    2008
    
    
    
    70,861
    
    
    
    
    
    
    
    
    
    
    
    26,558
    
    
    
    
    
    
    
    
    
    
    
    88,693
    (3)
    
    
    186,112Officer (former)
    
    
    2007
    
    
    
    280,000
    
    
    
    
    
    
    
    
    
    
    
    90,863
    
    
    
    
    
    
    
    
    
    
    
    194,242
    (4)
    
    
    565,105Bruno BonnellActing CFO and
Chief
    
    
    2008
    
    
    
    8,446
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    114,817
    (5)
    
    
    123,263CreativeOfficer
(former)
    
    
    2007
    
    
    
    640,951
    
    
    
    
    
    
    
    
    
    
    
    991,875
    
    
    
    
    
    
    
    
    
    
    
    236,567
    (5)
    
    
    1,869,393
 6




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##### 



Change inPensionValue andNonqualifiedNon Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalPosition
    
    Year
    
    (S)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Arturo RodriguezChief Financial
Officer
(Acting),
Vice President
    
    
    2008
    
    
    
    177,448
    
    
    
    18,800
    (6)
    
    
    
    
    
    
    11,958
    
    
    
    
    
    
    
    
    
    
    
    3,441
    (7)
    
    
    211,647and Controller
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Consists of vacation payout of $18,230 and severance payment of $200,214.(2)
    
    Consists of a Section 401(k) match of $6,000 and life insurance premiums of $875.(3)
    
    Consists of housing costs borne by us and related tax gross up of $76,932, vacation payout of
$9,961 and 401(k) match of $1,800.(4)
    
    Consists of housing costs borne by us and related tax gross up of $136,261, childrens
education costs borne by us and related tax gross up of $51,982 and Section 401(k) match of
$6,000.(5)
    
    Consists of housing costs borne by us and related tax gross up.(6)
    
    Consists of a discretionary bonus that was granted in fiscal 2007 and paid in fiscal 2008.(7)
    
    Consists of a Section 401(k) match of $3,441. Grants of Plan-Based Awards
  All OtherAll Other
    
    OptionStock
    
    Awards:
    
    ExerciseEstimated Future Payouts
    
    Awards:
    
    Number of
    
    or Base
    
    GrantEstimated Future Payouts Under
    
    Under Equity Incentive Plan
    
    Number of
    
    Securities
    
    Price of
    
    Date FairNon-Equity Incentive Plan Awards
    
    Awards
    
    Shares
    
    Underlying
    
    Option
    
    Value ofGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    of Stock
    
    Options
    
    Awards
    
    Stock andName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    ($)
    
    ($/Sh)
    
    Option AwardsDavid
Pierce
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jim Wilson
    
    
    3/31/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    687,146
    
    
    $
    1.45
    
    
    $
    562,429Jean-Marcel Nicolai
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bruno Bonnell
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Arturo Rodriguez
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    Stock AwardsEquityIncentivePlanAwards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    PayoutPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Value ofNumber of
    
    Number of
    
    Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    UnearnedSecurities
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    
    
    
    
    Unearned
    
    Shares,Underlying
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Market Value
    
    Shares, Units
    
    Units orUnexercised
    
    Unexercised
    
    Underlying
    
    Option
    
    
    
    
    
    Units of Stock
    
    of Shares or
    
    or Other
    
    OtherOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    that Have Not
    
    Units of Stock
    
    Rights that
    
    Rights that(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    that Have Not
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    Vested
    
    Vested
    
    Vested ($)David Pierce
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jim Wilson
    
    
    
    
    
    
    687,146
    
    
    
    
    
    
    
    1.45
    
    
    
    3/31/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jean-Marcel Nicolai
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bruno Bonnell
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Arturo Rodriguez
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    51.875
    
    
    
    9/22/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    62
    
    
    
    
    
    
    
    29.4
    
    
    
    6/17/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,744
    
    
    
    6,256
    
    
    
    
    
    
    
    7.4
    
    
    
    7/25/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    469
    
    
    
    781
    
    
    
    
    
    
    
    7.4
    
    
    
    7/25/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 7




---



##### 



Option Exercises and Stock Vested
  Pension Benefits
  Nonqualified Deferred Compensation
  Director Compensation
  
    
    an annual retainer of $25,000;
    
    an additional annual retainer of $25,000 for the chairman of the Board of Directors;
    
    an additional annual retainer of $7,500 for the chairman of each of the audit
committee, compensation committee and chief executive officer search committee of the Board
of Directors;
    
    an additional annual retainer of $25,000 for the chairman of the special committee of
the Board of Directors;
    
    an additional annual retainer of $10,000 for all members of the special committee of
the Board of Directors;
    
    a fee for each Board meeting attended ($2,000 for attending in person and $1,000 for
attending via phone);
    
    a fee for each committee meeting attended ($2,000 for attending in person and $1,000
for attending via phone);
    
    an annual stock option grant for 1,000 shares of our Common Stock; and
    
    upon joining the Board of Directors, a one-time stock option grant for 2,500 shares of
our Common Stock.
  Non-Employee Director Compensation Table
 Change inPensionValue andNon-Equity
    
    NonqualifiedFees Earned or
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherPaid in Cash
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)James Ackerly
    
    
    63,697
    
    
    
    
    
    
    
    10,106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,803Ronald C. Bernard
    
    
    62,362
    
    
    
    
    
    
    
    391
    
    
    
    
    
    
    
    
    
    
    
    615
    (1)
    
    
    63,368Michael G. Corrigan
    
    
    64,029
    
    
    
    
    
    
    
    391
    
    
    
    
    
    
    
    
    
    
    
    6,043
    (1)
    
    
    70,463
 8




---



##### 



Change inPensionValue andNon-Equity
    
    NonqualifiedFees Earned or
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherPaid in Cash
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)Denis Guyennot
    
    
    21,843
    
    
    
    
    
    
    
    382
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,225Ann E. Kronen
    
    
    32,842
    (2)
    
    
    
    
    
    
    8,958
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,800Evence Charles Coppee
    
    
    18,500
    
    
    
    
    
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,756Wendell H. Adair, Jr.
    
    
    39,250
    
    
    
    
    
    
    
    3,067
    
    
    
    
    
    
    
    
    
    
    
    3,407
    (1)
    
    
    45,724Eugene I. Davis
    
    
    56,375
    
    
    
    
    
    
    
    3,067
    
    
    
    
    
    
    
    
    
    
    
    10,373
    (1)
    
    
    69,815James B. Shein
    
    
    38,125
    
    
    
    
    
    
    
    3,067
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,192Bradley E. Scher
    
    
    34,500
    
    
    
    
    
    
    
    3,067
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37567
 
 (1)
    
    Consists of travel expenses.(2)
    
    Does not include the consulting fees described under Consulting Agreement with Ann E.
Kronen. Consulting Agreement with Ann E. Kronen
  Compensation Committee Interlocks and Insider Participation
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
  Amount and Nature ofBeneficial Ownership ofShares of CommonName and Address of Beneficial Owner(1)
    
    Stock(2)
    
    Percentage**Geater Than 5% HoldersInfogrames Entertainment S.A.
    
    
    6,952,248
    (3)
    
    
    51.58
    %California U.S. Holdings, Inc.
    
    
    6,952,248
    (4)
    
    
    51.58
    %The BlueBay Multi-Strategy (Master) Fund Limited
    
    
    6,952,248
    (5)
    
    
    51.58
    %The BlueBay Value Recovery (Master) Fund Limited
    
    
    6,952,248
    (5)
    
    
    51.58
    %CCM Master Qualified Fund, Ltd.
    
    
    1,264,145
    (6)
    
    
    9.40
    %Morgan Stanley
    
    
    1,124,282
    (7)
    
    
    8.30
    %Morgan Stanley & Co. Incorporated
    
    
    724,098
    (7)
    
    
    5.40
    %Our Executive Officers and DirectorsWendell H. Adair, Jr.
    
    
    
    
    
    
    *Evence-Charles Coppee
    
    
    
    
    
    
    *Eugene I. Davis
    
    
    
    
    
    
    *Timothy J. Flynn
    
    
    
    
    
    
    *Arturo Rodriguez
    
    
    4,551
    (8)
    
    
    *Bradley E. Scher
    
    
    
    
    
    
    *James B. Shein
    
    
    
    
    
    
    *Jim Wilson
    
    
    42,946
    (8)
    
    
    *All our named executive officers and directors of as a group (14 persons)
    
    
    47,947
    (9)
    
    
    *
 
 *
    
    Less than 1%.**
    
    As of June 13, 2008, 13,477,920 shares of Common Stock were outstanding, not including shares
issuable upon exercise of outstanding options.(1)
    
    Unless otherwise stated in the applicable footnote, the address for each beneficial owner is
c/o Atari, Inc., 417 Fifth Avenue, New York, New York 10016. 9




---



##### 



(2)
    
    For purposes of this table, beneficial ownership of securities is defined in accordance with
the rules of the SEC and means generally the power to vote or exercise investment discretion
with respect to securities, regardless of any economic interests therein. Except as otherwise
indicated, to the best of the Companys knowledge, the beneficial owners of shares of Common
Stock listed above have sole investment and voting power with respect to such shares, subject
to community property laws where applicable. In addition, for purposes of this table, a
person or group is deemed to have beneficial ownership of any shares that such person has
the right to acquire within 60 days following June 13, 2008. Shares a person has the right to
acquire within 60 days after June 13, 2008 date are included in the total outstanding shares
for the purpose of determining the percentage of the outstanding shares that person owns, but
not for the purpose of calculating the percentage ownership of any other person.(3)
    
    Information is based on a Schedule 13D dated May 6, 2008, filed with the SEC. The shares are
owned of record by CUSH, a direct wholly owned subsidiary of IESA. IESA may be deemed to
beneficially own the shares because they are held by a subsidiary. The address of IESA is 1,
Place Verrazzano, 69252 Lyon Cedex 09, France.(4)
    
    Includes 26,000 shares of Common Stock which IESA has the power to vote under a proxy from
the Cayre family.(5)
    
    Information is based on a Schedule 13D/A dated May 8, 2008, filed with the SEC. The BlueBay
Funds collectively hold approximately 31.5% of shares of common stock of IESA. The BlueBay
Funds are also eligible to redeem certain warrants and convert convertible bonds into shares
of IESA, whereby, upon redemption and exercise of such stock warrants, the BlueBay Funds would
collectively hold approximately 54.9% of the outstanding stock of IESA (on a fully diluted
basis). The BlueBay Funds may be deemed by Rule 13d-3(d)(1) of the Exchange Act to be
beneficial owners of Atari stock held by IESA. The address of The BlueBay Value Recovery
(Master) Fund Limited and The BlueBay Multi-Strategy (Master) Fund Limited is 77 Grosvenor
Street, London, W1K 3JR, United Kingdom. See footnotes 2 and 3.(6)
    
    Information is based on a Schedule 13D dated October 12, 2007, filed with the SEC. Each of
CCM Master Qualified Fund, Ltd., Coghill Capital Management, L.L.C., and Clint D. Coghill
beneficially owns 1,264,145 shares of Common Stock and has shared voting power with respect to
that Common Stock. Coghill Capital Management, L.L.C. serves as the investment manager of CCM
Master Qualified Fund, Ltd. and Mr. Coghill is the managing partner of Coghill Capital
Management, L.L.C. The address of CCM Master Qualified Fund, Ltd. is One North Wacker Drive,
Suite 4350, Chicago, IL 60606.(7)
    
    Information is based on a Schedule 13D dated February 14, 2008, filed with the SEC. The
address of Morgan Stanley and Morgan Stanley & Co. Incorporated is 1585 Broadway, New York, NY
10036.(8)
    
    Consists of shares that can be acquired through stock option exercises within 60 days
following June 13, 2008.(9)
    
    See footnote 2. Changes in Control
   
 ITEM 13 . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .
 Transactions Between Us and IESA and Affiliates
  Agreements Related to the Merger
  Credit Agreement
 10




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
    
    Our failure to pay principal on the outstanding loans when due and payable;
    
    Our failure to pay interest on the outstanding loans or fees when due and payable and
such failure is unremedied for five days;
    
    if any of our or our subsidiaries representations or warranties is proven to be
incorrect in any material respect when made;
    
    the failure of us or any of our subsidiaries to uphold certain affirmative covenants or
any of the negative covenants made in the IESA Credit Agreement, or the failure of us or
any of our subsidiaries to uphold any other covenant or agreement made in connection with
the New Financing Facility, and such failure is unremedied for 30 days;
    
    if any New Financing Facility document ceases to be in full force and effect or we take
any action for the purpose of terminating any such document;
    
    the failure of us or any of our subsidiaries to make payments with respect to certain
material indebtedness when due and payable;
    
    the occurrence of events or conditions resulting in any material indebtedness becoming
due prior to its scheduled maturity;
    
    the occurrence of a bankruptcy event;
    
    if we or any of our subsidiaries become unable to pay its debts when due;
    
    the rendering of a judgment in excess of $1 million net of insurance against us or any
of our subsidiaries;
    
    the occurrence of a reportable event within the meaning of ERISA that could result in
liability exceeding $5 million;
    
    the occurrence of a change of control (other than the merger) or a material adverse
deviation from our budget; or
    
    the occurrence of a default under the agreements regarding the Test Drive and Test
Drive Unlimited intellectual property assets, which agreements are further described
below, the merger agreement or the credit agreement with BlueBay High Yield, which
agreement is further described below.
 Intercreditor Agreement
 11




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Waiver, Consent and Fourth Amendment to BlueBay Credit Facility
 Intercompany Transactions Between Us and IESA
 Management Services
 Distribution Agreements
 Global Memorandum of Understanding
  Short Form Distribution Agreement
  Termination and Transfer of Assets Agreement
 12




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 QA Services Agreement
  Intercompany Services Agreement
 Test Drive Intellectual Property License
 Atari Trademark License
 Sale of Hasbro Licensing Rights
 Transactions Between Us and BlueBay High Yield
  Credit Agreement with BlueBay High Yield and Subsequent Amendments and Forbearances
 13




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Agreements with Executive Officers
 Employment Agreement with Bruno Bonnell
  
   Termination of Mr. Bonnells Employment.       
 14




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
  
 Employment Agreement with Jean-Marcel Nicolai.
   Employment Agreement with David Pierce.
     Parent Company and Basis of Control
  Director Independence
  
 ITEM 14 . PRINCIPAL ACCOUNTING FEES AND SERVICES
  15




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Fees of Independent Auditors
  Category of Fees
    
    Year Ended March 31, 2008
    

Year Ended March 31, 2007Audit Fees
    
    $
    550,000
    
    
    $
    2,400,000Audit Related Fees
    
    
    
    
    
    
    50,000Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total All Fees
    
    $
    550,000
    
    
    $
    2,450,000
 Services Provided by Independent Auditors
   PART
IV
 ITEM
15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  16




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SIGNATURES
  ATARI, INC.By:
    /s/ James WilsonName:
    James WilsonTitle:  Date:
    President and Chief Executive
Officer
 July 29, 2008 17




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EXHIBIT INDEX
 31.1
    
    Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.*
 31.2
    
    Acting Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*
 32.1
    
    Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
 32.2
    
    Certification by the Acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**