8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2010

MAD CATZ INTERACTIVE, INC.

(Exact Name of Registrant as Specified in Charter)

Canada	001-14944	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7480 Mission Valley Road, Suite 101
San Diego, California 92108

(Address of Principal Executive Offices)

(619) 683-9830

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement

     On May 28, 2010, Mad Catz Interactive, Inc. (the “Company”), and its wholly owned subsidiary Mad Catz, Inc. (“MCI”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Tritton Technologies Inc. (“Tritton”) and the stockholders of Tritton, pursuant to which MCI purchased all of the outstanding stock of Tritton for total consideration of up to $10.1 million, subject to a working capital adjustment. Pursuant to the terms of the Purchase Agreement, MCI paid $1.45 million of the purchase price at the closing and has agreed to pay additional consideration of up to $8.65 million over a five year period based on the sales performance of Tritton’s products.

     The Purchase Agreement includes customary representations, warranties and covenants of the parties, and also includes indemnification provisions related to the parties’ representations and warranties, covenants and other matters, subject to specific caps and thresholds. Under the Purchase Agreement, MCI also agreed to offer employment to certain employees of Tritton. The Company guaranteed MCI’s obligations under the Purchase Agreement.

     On June 1, 2010, the Company issued a press release announcing the acquisition of Tritton and entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits.

99.1 Press Release, dated June 1, 2010, issued by Mad Catz Interactive, Inc.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 3, 2010	MAD CATZ INTERACTIVE, INC.
	By:	/s/ Stewart Halpern
		Name:	Stewart Halpern
		Its: Chief Financial Officer

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EX-99.1

Exhibit 99.1

News Announcement	For Immediate Release
Contact:
Stewart Halpern	Joseph Jaffoni, Norberto Aja, Jim Leahy
Chief Financial Officer	Jaffoni & Collins Incorporated
(800) 831-1442	(212) 835-8500 or mcz@jcir.com

MAD CATZ ACQUIRES GAMING AUDIO HEADSET COMPANY TRITTON
TECHNOLOGIES

San Diego and Vista, CA — June 1, 2010 — Mad Catz Interactive, Inc. (AMEX/TSX: MCZ), a leading third-party interactive entertainment accessory provider, announced today that it has acquired 100% of the stock of TRITTON Technologies, Inc. (“TRITTON”), a privately-owned California-based provider of gaming audio headsets, high-performance multimedia consumer electronics and computer peripherals. Total consideration for this acquisition includes $1 million in cash at closing, subject to a working capital adjustment, and a maximum of $9 million in cash over the next five years subject to the sales performance of TRITTON’s products. In calendar 2009, on an unaudited basis, TRITTON generated approximately $8 million in revenue from sales principally to customers in North America.

TRITTON’s core products, its gaming headsets retailing from $69.99 to $169.99, represent a range of quality audio products that meet the interests of all gamers. Headsets operate on all of the major gaming platforms and computers, and feature a variety of unique additions including true Dolby Digital surround sound. In addition, TRITTON offers a distinctive line-up of USB video products including a simple, out-of-the-box solution to add multiple displays to either Macs or PCs.

“The gaming headset category is one of the fastest growing within the gaming sector, and the acquisition of TRITTON significantly enhances Mad Catz’ opportunities in this very attractive market segment,” said Darren Richardson, President and Chief Executive Officer of Mad Catz. “TRITTON has developed an attractive portfolio of premium products and a brand that resonates strongly with gaming enthusiasts. Additionally, this acquisition further diversifies Mad Catz’ revenue base and is consistent with our strategy to create shareholder value by leveraging our global capabilities with high-value products that enhance the gaming experience.”

Pursuant to the terms of the agreement, Mad Catz will also enter into an employment agreement with TRITTON founder and Chief Executive Officer, Christopher Von Huben, and a limited number of other key TRITTON employees.

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Mad Catz Interactive, 6/1/10 page 2

Mr. Von Huben commented, “We are thrilled to be joining the Mad Catz organization. TRITTON has built a successful brand and lineup of gaming audio headsets and computer peripheral products. I am confident that with Mad Catz’ global capabilities we can significantly increase our market penetration and more rapidly grow the TRITTON brand.”

About Mad Catz Interactive, Inc.

Mad Catz is a leading global provider of innovative products for the interactive entertainment industry. Mad Catz develops and markets accessories for videogame systems and PCs under its Mad Catz (casual gaming), Saitek (simulation), Cyborg (pro gaming) and Eclipse (home and office) and TRITTON (audio) brands. Mad Catz also operates e-commerce and content websites for videogame and PC products under its GameShark brand, develops, manufactures and markets proprietary earphones under its AirDrives brand, and publishes and distributes video/PC games. Mad Catz distributes its products through most of the leading retailers offering interactive entertainment products and has offices in North America, Europe and Asia. For additional information please go to www.madcatz.com, as well as www.store.gameshark.com, www.saitek.com, www.cyborggaming.com, www.eclipsetouch.com, www.trittontechnologies.com, www.gameshark.com and www.airdrives.com.

Safe Harbor for Forward Looking Statements: This press release contains forward-looking statements about the Company’s business prospects that involve substantial risks and uncertainties. The Company assumes no obligation to update the forward-looking statements contained in this press release as a result of new information or future events or developments. You can identify these statements by the fact that they use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “should,” “plan,” “goal,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Among the factors that could cause actual results to differ materially are the following: the ability to maintain or renew the Company’s licenses; competitive developments affecting the Company’s current products; first party price reductions; the ability to successfully market both new and existing products domestically and internationally; difficulties or delays in manufacturing; or a downturn in the market or industry. A further list and description of these risks, uncertainties and other matters can be found in the Company’s reports filed with the Securities and Exchange Commission and the Canadian Securities Administrators.

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