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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, 2010
 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
    
    NYSE Amex
Toronto Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if smaller reporting company)
    
    Smaller reporting company þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE: None




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EXPLANATORY NOTE
    i




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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
    
    814. Principal Accounting Fees and Services
    
    9PART IV15. Exhibits and Financial Statement Schedules
    
    9Signatures
    
    10EX-31.1EX-31.2
  i




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Executive Officers and Directors
  DirectorName and Place of Residence
    
    Position with the Company and Principal Occupation
    
    Age
    
    SinceThomas R. Brown (1)
    
    Chairman of the Board, Businessman
    
    59
    
    
    2006Poway, California,
United StatesDarren Richardson
    
    President, Chief Executive Officer and Director
    
    49
    
    
    2005San Diego, California,
United StatesRobert J. Molyneux (1)
    
    Director, Businessman
    
    55
    
    
    2006Toronto, Ontario,
CanadaWilliam Woodward (1)
    
    Director, Businessman
    
    50
    
    
    2006Santa Monica, California,
United States
 
 (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.
    
    
    49Stewart Halpern
    
    Chief Financial Officer of Mad Catz Interactive, Inc. and Mad Catz, Inc.
    
    
    53Whitney Peterson
    
    Vice President Corporate Development and General Counsel of Mad Catz,
Inc.
    
    
    45Brian Andersen
    
    Chief Operating Officer of Mad Catz Interactive, Inc. and Mad Catz, Inc.
    
    
    36
  Thomas R. Brown
  1




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Darren Richardson
  Robert J. Molyneux
 .
 William Woodward
  Stewart Halpern
  2




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Whitney Peterson
  Brian Andersen
   Audit Committee
 Audit
Committees
 Shareholder Nominations of Directors
  Section 16(a) Beneficial Ownership Reporting Compliance
  3




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Code of Ethics
  
 Item 11. Executive Compensation.
 Summary Compensation Table
  Option
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary
    
    
    Bonus(1)
    
    
    Awards(2)
    
    
    Compensation
    
    
    TotalDarren Richardson President,

    
    
    2010
    
    
    $
    398,996
    
    
    $
    239,398
    
    
    $
    33,000
    
    
    $
    16,902
    (3)(4)
    
    $
    688,296Chief
Executive Officer and Director

    
    
    2009
    
    
    
    398,728
    
    
    
    232,425
    
    
    $
    138,000
    
    
    
    16,566
    (3)(4)
    
    
    785,719Stewart Halpern
    
    
    2010
    
    
    
    259,412
    
    
    $
    129,706
    
    
    
    0
    
    
    
    5,587
    (4)
    
    
    394,705Chief Financial Officer
    
    
    2009
    
    
    
    259,237
    
    
    
    94,446
    
    
    
    92,000
    
    
    
    5,585
    (4)
    
    
    451,268Whitney Peterson

    
    
    2010
    
    
    
    259,412
    
    
    
    129,706
    
    
    
    33,000
    
    
    
    7,851
    (4)
    
    
    429,969Vice
President and General Counsel

    
    
    2009
    
    
    
    259,237
    
    
    
    125,928
    
    
    
    92,000
    
    
    
    8,100
    (4)
    
    
    485,265
 
 (1)
    
    Represents bonuses earned during the applicable fiscal year as a result of the Companys
and the individuals performance.(2)
    
    Reflects the aggregate fair value of stock options granted as of the applicable grant date
calculated in accordance with FASB ASC Topic 718. The assumptions made in the valuation of
the stock awards are discussed in Note 10, Stock-Based Compensation, of Notes to
Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the
year ended March 31, 2010.(3)
    
    Includes amounts related to an auto allowance.(4)
    
    Includes amounts related to 401(k) employer matches. 4




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Employment Contracts; Potential Payments Upon Termination or Change-in-Control
  Darren Richardson
  Stewart Halpern
  Whitney Peterson
  Outstanding Equity Awards at Fiscal Year-End
  Option AwardsNumber of Securities
    
    
    Number of SecuritiesUnderlying
    
    
    UnderlyingUnexercised Options
    
    
    Unexercised Options
    
    
    Option Exercise
    
    
    Option ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price
    
    
    DateDarren Richardson
    
    
    300,000
    
    
    
    
    
    
    
    C$0.46
    
    
    
    09/20/2016427,083
    
    
    
    72,917
    
    
    
    C$0.56
    
    
    
    10/13/2016137,500
    
    
    
    62,50
    
    
    $
    1.23
    
    
    
    06/07/2017112,500
    
    
    
    187,500
    
    
    $
    0.47
    
    
    
    09/30/2018
    
    
    
    150,000
    
    
    $
    0.33
    
    
    
    09/5/2019Stewart Halpern
    
    
    174,167
    
    
    
    45,833
    
    
    
    C$0.78
    
    
    
    01/16/2017103,125
    
    
    
    46,875
    
    
    $
    1.23
    
    
    
    06/07/201775,000
    
    
    
    125,000
    
    
    $
    0.47
    
    
    
    09/30/2018Whitney Peterson
    
    
    160,000
    
    
    
    
    
    
    
    C$0.46
    
    
    
    09/20/2016149,479
    
    
    
    25,521
    
    
    
    C$0.56
    
    
    
    10/13/201689,375
    
    
    
    40,625
    
    
    $
    1.23
    
    
    
    06/07/201775,000
    
    
    
    125,000
    
    
    $
    0.47
    
    
    
    09/30/2018
    
    
    
    150,000
    
    
    $
    0.33
    
    
    
    09/5/2019
 5




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Compensation of Directors
  Fees Earned or
    
    
    OptionName
    
    Paid in Cash
    
    
    Awards(1)
    
    
    TotalThomas R. Brown
    
    $
    95,500
    
    
    $
    5,500
    
    
    $
    101,000Robert J. Molyneux
    
    $
    65,815
    
    
    $
    5,500
    
    
    $
    71,315William Woodward
    
    $
    56,500
    
    
    $
    5,500
    
    
    $
    62,000
 
 (1)
    
    The amounts in this column reflect the aggregate fair value of stock options granted as of
the applicable grant date calculated in accordance with FASB ASC Topic 718. The assumptions
made in the valuation of the stock awards are discussed in Note 10, Stock-Based
Compensation, of Notes to Consolidated Financial Statements included in the Companys Annual
Report on Form 10-K for the year ended March 31, 2010. On March 31, 2010, Thomas Brown had
200,000 outstanding stock option awards, Robert J. Molyneux had 200,000 outstanding stock
option awards, and William Woodward had 75,000 outstanding stock option awards.  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 Security Ownership of Certain Beneficial Owners and Management
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Number of SharesBeneficially Owned,
    
    
    Percent ofControlled or Directed,
    
    
    Common StockBeneficial Owner
    
    Directly or Indirectly(1)
    
    
    Outstanding(2)GUYMONT SERVICES SA, as trustee of The Winkler Atlantic Trustc/o: HSBC Guyerzeller Trust Company AG
Splugenstrasse 6
CH-8027 Zurich Switzerland(3)
    
    
    10,217,744
    
    
    
    15.6
    %Renaissance Technologies LLC800 Third AvenueNew York, NY 10022(4)
    
    
    2,845,800
    
    
    
    5.2
    %Thomas R. Brown
    
    
    300,000
    
    
    

    
    *Robert J. Molyneux
    
    
    250,000
    
    
    

    
    *William Woodward
    
    
    182,360
    
    
    

    
    *Darren Richardson
    
    
    1,711,250
    
    
    
    3.0
    %Stewart Halpern
    
    
    811,667
    
    
    
    1.5
    %Whitney Peterson
    
    
    1,026,458
    
    
    
    1.8
    %All Officers and Directors as a Group (7 persons)
    
    
    4,553,402
    
    
    
    7.6
    %
 
 *
    
    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, 2010: Thomas R.
Brown: 200,000; Robert J. Molyneux: 200,000; William Woodward: 75,000; Darren Richardson:
1,081,250; Stewart Halpern: 411,677; Whitney Peterson: 526,458; and all executive officers and
directors as a group: 2,766,052.(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, 2010, plus the number of
options presently exercisable or exercisable within 60 days of July 29, 2010 by the named
security holder.(3)
    
    On November 20, 2007, in connection with the acquisition of Saitek, the Company issued
convertible notes to GUYMONT SERVICES SA, as trustee of The Winkler Atlantic Trust (the
Trust), which are convertible into Common Stock of the Company at any time prior to their
maturity date 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.(4)
    
    Based on information provided in a Schedule 13G, dated February 13, 2010, filed with the SEC
by Renaissance Technologies LLC (RTC), an investment adviser, and James H. Simons, the
control person of RTC. They report that as of December 31, 2009, the reporting persons had
sole voting and dispositive power of 2,875,800 shares. 7




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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))Equity
compensation plans
approved by
security holders
    
    
    7,575,900
    (1)
    
    $
    0.58
    
    
    
    841,600Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    7,575,900
    
    
    $
    0.58
    
    
    
    841,600
 
 (1)
    
    Includes 5,658,400 shares underlying options issued pursuant to the Companys 2007 Stock
Option Plan and 1,917,500 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
 Disclosure of Corporate Governance Practices Disclosure of Corporate Governance Practices
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Item 14. Principal Accountant Fees and Services.
 Audit Fees for Fiscal 2009 and 2010
  2010
    
    
    2009Audit Fees (1)
    
    $
    743,500
    
    
    $
    953,000Audit-Related Fees
    
    
    
    
    
    
    Tax Fees (2)
    
    $
    132,000
    
    
    $
    315,000All 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 2010 and 2009 fiscal years, respectively, and
Annual Report to Shareholders, reviews 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)
    
    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 10