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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 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 number 001-14944
 MAD CATZ INTERACTIVE, INC.
 (Exact name of Registrant as specified in its charter)
 Canada
(State or other jurisdiction of 
incorporation or organization)
    
    Not Applicable
(I.R.S. Employer
Identification No.)7480 Mission Valley Road, Suite 101
San Diego, California
(Address of principal executive offices)
    
    92108
(Zip Code)
 Registrants telephone number, including area code: (619) 683-9830
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, no par value
    
    American Stock Exchange
Toronto Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o
  Large
accelerated
filer oAccelerated
filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ




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EXPLANATORY NOTE:




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TABLE OF CONTENTS
 PageExplanatory Note
    
    
    iPART III10. Directors, Executive Officers and Corporate Governance
    
    
    111. Executive Compensation
    
    
    412. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    613. Certain Relationships and Related Transactions, Director Independence
    
    
    714. Principal Accountant Fees and Services
    
    
    8PART IV15. Exhibits and Financial Statement Schedules
    
    
    8Signatures
    
    
    9EXHIBIT 31.1EXHIBIT 31.2




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Executive Officers and Directors
  DirectorName
    
    Position
    
    Age
    
    SinceThomas R. Brown (1)
    
    Chairman of the Board
    
    
    57
    
    
    
    2006Darren Richardson
    
    President, Chief Executive Officer and Director
    
    
    47
    
    
    
    2005Robert J. Molyneux (1)
    
    Director
    
    
    53
    
    
    
    2006William Woodward (1)
    
    Director
    
    
    48
    
    
    
    2006John C. De Ruig
    
    Director
    
    
    79
    
    
    
    2007
 
 (1)
    
    Member of the Audit Committee.  Name
    
    Position
    
    AgeDarren Richardson
    
    President, Chief Executive Officer and Director of Mad Catz
Interactive, Inc. and Mad Catz, Inc.
    
    
    47Stewart Halpern
    
    Chief Financial Officer of Mad Catz Interactive, Inc. and Mad Catz, Inc.
    
    
    51Whitney Peterson
    
    Vice President Corporate Development and General Counsel of Mad Catz,
Inc.
    
    
    43Jon Middleton
    
    Vice President Business Development of Mad Catz, Inc.
    
    
    36
 Thomas R. Brown
  Darren Richardson
  John C. De Ruig
  1




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Robert J. Molyneux
  William Woodward
  Stewart Halpern
  Whitney Peterson
  Jon Middleton
   2




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Audit Committee
  Shareholder Nominations of Directors
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  3




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Item 11. Executive Compensation.
 Summary Compensation Table
  Option
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus(1)
    
    Awards(2)
    
    Compensation
    
    TotalDarren Richardson
    
    
    2008
    
    
    $
    387,137
    
    
    $
    232,425
    
    
    $
    50,348
    
    
    $
    17,168
    (3)
    
    $
    687,078President, Chief Executive
Officer and Director
    
    
    2007
    
    
    
    373,557
    
    
    
    225,000
    
    
    
    122,274
    
    
    
    16,500
    (3)
    
    
    737,331Stewart Halpern(4)
    
    
    2008
    
    
    
    251,339
    
    
    
    125,928
    
    
    
    24,587
    
    
    
    8,809
    
    
    
    410,663Chief Financial Officer
    
    
    2007
    
    
    
    42,404
    (4)
    
    
    22,500
    
    
    
    5,148
    
    
    
    25,346
    (5)
    
    
    95,398Whitney Peterson
    
    
    2008
    
    
    
    242,319
    
    
    
    121,562
    
    
    
    15,455
    
    
    
    8,112
    
    
    
    387,448Vice President and General
Counsel
    
    
    2007
    
    
    
    209,327
    
    
    
    126,000
    
    
    
    60,770
    
    
    
    
    
    
    
    369,097
 
 (1)
    
    Represents bonuses earned during the applicable fiscal year as a result of the Companys
performance.(2)
    
    The amounts in this column reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal years ended March 31, 2008 and 2007, in accordance with SFAS
123R. Assumptions used in the calculation of these amounts are included in Notes 9 and 2 to
our audited financial statements for the fiscal years ended March 31, 2008 and 2007,
respectively, included in our Annual Reports on Form 10-K filed with the Securities and
Exchange Commission on June 30, 2008 and June 29, 2007, respectively.(3)
    
    Includes amounts related to auto allowances and 401(k) employer matches.(4)
    
    Mr. Halpern joined the Company in January 2007. The salary amount represents salary actually
earned by Mr. Halpern during fiscal year 2007, based on an annual rate of $225,000.(5)
    
    This amount includes a $25,000 relocation allowance paid to Mr. Halpern in accordance with
his employment agreement, effective December 20, 2006. Employment Contracts; Potential Payments Upon Termination or Change-in-Control
  Darren Richardson
  Stewart Halpern
  4




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Whitney Peterson
  Outstanding Equity Awards At Fiscal Year-End
  Option AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised Options
    
    Unexercised Options
    
    Option Exercise
    
    Option ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Price
    
    DateDarren Richardson
    
    
    500,000
    
    
    
    
    
    
    C$
    0.92
    
    
    
    04/01/2009300,000
    
    
    
    
    
    
    C$
    0.46
    
    
    
    09/20/2016239,583
    
    
    
    260,417
    
    
    C$
    0.56
    
    
    
    10/13/201662,500
    
    
    
    137,500
    
    
    US$
    1.23
    
    
    
    06/07/2017Stewart Halpern
    
    
    91,667
    
    
    
    128,333
    
    
    C$
    0.78
    
    
    
    01/16/201746,875
    
    
    
    103,125
    
    
    US$
    1.23
    
    
    
    06/07/2017Whitney Peterson
    
    
    160,000
    
    
    
    
    
    
    C$
    0.46
    
    
    
    09/20/201683,854
    
    
    
    91,146
    
    
    C$
    0.56
    
    
    
    10/13/201640,625
    
    
    
    89,375
    
    
    US$
    1.23
    
    
    
    06/07/2017
 Compensation of Directors
  Name
    
    Fees Earned or Paid in Cash
    
    Option Awards (1)
    
    TotalThomas R. Brown
    
    $
    70,000
    
    
    $
    8,000
    
    
    $
    78,000Robert J. Molyneux
    
    
    54,500
    
    
    
    8,000
    
    
    
    62,500William Woodward
    
    
    51,000
    
    
    
    8,000
    
    
    
    59,000John De Ruig
    
    
    9,250
    
    
    
    36,000
    
    
    
    45,250Geofrey Myers (2)
    
    
    76,500
    
    
    
    8,000
    
    
    
    84,500
 
 (1)
    
    The amounts in this column reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended March 31, 2008, in accordance with SFAS 123R.
Assumptions used in the calculation of these amounts are included in Note 9 to our audited
financial statements for the fiscal year ended March 31, 2008, included in our Annual
Report on Form 10-K filed with the Securities and Exchange Commission on June 30, 2008.(2)
    
    Mr. Myers passed away during the fiscal year ended March 31, 2008.  5




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 Security Ownership of Certain Beneficial Owners and Management
  Number of Shares
    
    Percent ofBeneficially
    
    Common StockBeneficial Owner
    
    Owned (1)
    
    Outstanding (2)Guymont Services SA, as trustee of The Winkler
Atlantic Trust 
c/o: HSBC Guyerzeller Trust Company AG 
Splugenstrasse 6
CH-8027 Zurich Switzerland(3)
    
    
    10,217,744
    
    
    
    15.6
    %Renaissance Technologies LLC 
800 Third Avenue 
New York, NY 10022(4)
    
    
    3,441,700
    
    
    
    6.2
    %Gruber & McBaine Capital Management Group, LLC 
50 Osgood Place 
San Francisco, CA 94133(5)
    
    
    2,966,150
    
    
    
    5.4
    %John C. De Ruig
    
    
    100,000
    
    
    
    *Thomas R. Brown
    
    
    150,000
    
    
    
    *Robert J. Molyneux
    
    
    150,000
    
    
    
    *William Woodward
    
    
    107,360
    
    
    
    *Darren Richardson
    
    
    1,202,083
    
    
    
    2.1
    %Stewart Halpern
    
    
    238,541
    
    
    
    *Whitney Peterson
    
    
    334,479
    
    
    
    *All Officers and Directors as a Group (10 persons)
    
    
    2,567,097
    
    
    
    4.5
    %
 
 *
    
    Less than one percent.(1)
    
    As to each person or group in the table, the table includes the following shares
issuable upon exercise of options that are exercisable within 60 days from July 29,
2008: Thomas R. Brown: 150,000; John C. De Ruig: 100,000; Robert J. Molyneux: 150,000;
William Woodward: 25,000; Darren Richardson: 1,102,083; Stewart
Halpern: 138,541; and Whitney Peterson: 284,479.(2)
    
    Except as otherwise provided, all percentages are calculated based upon the total
number of shares outstanding of 55,098,549 shares of the Company as of July 29, 2008,
plus the number of options presently exercisable or exercisable within 60 days of July
29, 2008 by the named security holder.(3)
    
    On November 20, 2007, in connection with the acquisition
of Winkler Atlantic Holdings Limited, the Company
issued convertible notes with an aggregate principal amount of $14,500,000 to Guymont
Services SA, as trustee of The Winkler Atlantic Trust (the Trust). The notes are
convertible into common stock of the Company at any time up to their respective maturity
dates of October 31, 2009 and 2010 at a fixed conversion price of $1.42 per share. If
fully converted, the notes would convert into approximately 10,217,744 shares of the
Companys common stock. For purposes of calculating the Trusts beneficial ownership
percentage, these shares are deemed issued and outstanding. The Company has the right
to redeem the notes at 100% of the principal amount plus accrued interest at any time. 6




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(4)
    
    Based on information provided in a Schedule 13G, dated February 12, 2008, filed
with the Securities and Exchange Commission by Renaissance Technologies LLC (RTC), an
investment adviser, and James H. Simons, the control person of RTC. They report that as
of December 31, 2007, the reporting persons had sole voting and dispositive power of
3,441,700 shares.(5)
    
    Based on information provided in a Schedule 13G, dated January 28, 2008, filed
with the Securities and Exchange Commission by Gruber & McBaine Capital Management LLC
(GMCM), an investment adviser, Jon D. Gruber and J. Patterson McBaine, the Managers,
controlling persons and portfolio managers of GMCM, and Eric B. Swergold, the control
person of Lagunitas, an investment limited partnership of which GMCM is the general
partner. They report that as of December 31, 2007, the reporting persons had shared
voting and dispositive power of 2,505,700 shares, Mr. Gruber had sole voting and
dispositive power of 263,600 shares, and Mr. McBaine had sole voting and dispositive
power of 196,850 shares. Equity Compensation Plan Information
  Number of Securitiesremaining available for futureNumber of securities to
    
    
    Weighted-average
    
    
    issuance underbe issued upon exercise
    
    
    exercise price of
    
    
    equity compensation plansof outstanding options,
    
    
    outstanding options,
    
    
    (excluding securities reflectedPlan category
    
    warrants, and rights
    
    
    warrants, and rights
    
    
    in Column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    3,835,334
    (1)
    
    $
    0.80
    
    
    
    5,861,623Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    3,835,334
    
    
    $
    0.80
    
    
    
    5,861,623
 
 (1)
    
    Includes 1,279,500 shares underlying options issued pursuant to the Companys 2007 Stock
Option Plan and 2,555,834 shares underlying options issued pursuant to the Companys Amended
and Restated Incentive Stock Option Plan. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
 Related Party Transactions
  Director Independence
 Corporate Governance Corporate Governance
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Item 14. Principal Accountant Fees and Services.
 Audit Fees for Fiscal 2008 and 2007
  2008
    
    2007Audit Fees
(1)(2)
    
    $
    2,355,408
    
    
    $
    649,470Audit-Related Fees
    
    
    
    
    
    
    Tax Fees (3)
    
    
    319,000
    
    
    $
    93,935All Other Fees
    
    
    
    
    
    
    
 
 (1)
    
    Audit Fees consist of the audit of our annual financial statements included in the Companys
Annual Report on Form 10-K for its 2008 and 2007 fiscal years and Annual Report to
Shareholders, review of interim financial statements and services that are normally provided
by the independent auditors in connection with statutory and regulatory filings or engagements
for those fiscal years.(2)
    
    The 2008 fees also include approximately $1.2 million
for the SX3-05 audits of Winkler Atlantic Holdings Limited for the
fiscal years ended February 28, 2007 and 2006.(3)
    
    Tax Fees consist of fees for tax consultation and tax compliance services.  Audit Committee Policy Regarding Pre-Approval of Audit and Permissible Non-Audit Services of the
Companys Independent Auditors
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
   ExhibitNumber
    
    Description31.1
    
    Certifications of Registrants Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certifications of Registrants Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
 th
 MAD CATZ INTERACTIVE, INC.By:
    /S/ DARREN RICHARDSONDarren RichardsonPresident and Chief Executive Officer 9