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): August 31, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

     On August 31, 2010, Mr. Stewart Halpern indicated his intention to resign as Chief Financial Officer of Mad Catz Interactive, Inc. and its subsidiaries (collectively, the “Company”) to pursue other interests. Mr. Halpern has agreed to assist the Company in the transition until September 30, 2010.

     In connection with Mr. Halpern’s departure, the Company and Mr. Halpern entered into a Separation Agreement and General Release of All Claims, dated September 2, 2010 (the “Separation Agreement”), pursuant to which Mr. Halpern will receive a compensation package equal to $289,460.10 (“Separation Pay”) and continuation of health and dental benefits through March 2011. The Separation Agreement provides that Mr. Halpern will receive the Separation Pay in bi-weekly amounts consistent with the Company’s regular payroll practices until February 28, 2011, with the remainder being paid in a lump sum on or before March 15, 2011. The Separation Agreement also contains a general release and waiver as a condition of receiving the payments and benefits provided in the Separation Agreement.

     On September 1, 2010, the Company’s Board of Directors appointed Allyson Vanderford as Interim Chief Financial Officer. Ms. Vanderford, 42, joined the Company in December 2008 as Corporate Controller. Prior to joining the Company, Ms. Vanderford was Senior Vice President of Finance at Intralinks, Inc. from December 2006 through November 2008, and Chief Financial Officer of Merisel Inc. from April 2005 through May 2006. She also held various other finance-related positions at Merisel, Inc. beginning in April 1998. From 1995 to 1998, Ms. Vanderford was employed by the auditing firm of Deloitte & Touche, LLP, where she held the positions of staff accountant and senior accountant. There is no arrangement or understanding between Ms. Vanderford and any other person, pursuant to which Ms. Vanderford was appointed the Company’s Interim Chief Financial Officer. Ms. Vanderford is not a party to any transactions that would require disclosure under Item 404(a) of Regulation S-K.

     On September 2, 2010, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, regarding Mr. Halpern’s resignation and the appointment of Ms. Vanderford as Interim Chief Financial Officer.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits.

99.1 Press Release, dated September 2, 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: September 2, 2010	MAD CATZ INTERACTIVE, INC.
	By:	/s/ Allyson Vanderford
		Name:	Allyson Vanderford
		Its: Interim Chief Financial Officer

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EX-99.1

Exhibit 99.1

News Announcement	For Immediate Release
Contact:
Darren Richardson	Joseph Jaffoni, Norberto Aja, Jim Leahy
Chief Executive Officer	Jaffoni & Collins Incorporated
Mad Catz Interactive, Inc.	212/835-8500 or mcz@jcir.com
619/683-9830

MAD CATZ INTERACTIVE ANNOUNCES CHIEF FINANCIAL OFFICER RESIGNATION

San Diego, California, September 2, 2010 — Mad Catz Interactive, Inc. (“Mad Catz”) (AMEX/TSX: MCZ), a leading third-party interactive entertainment accessory provider, announced today that Chief Financial Officer Stewart Halpern has resigned his position to pursue other interests. Mr. Halpern will act in a transition role through September 30, 2010. In addition, the Company’s Board of Directors has named Mad Catz Controller Allyson Vanderford as Interim Chief Financial Officer. Ms. Vanderford has served as Mad Catz’ Controller since December of 2008, during which time she has managed the Company’s accounting and financial reporting functions.

Darren Richardson, President and Chief Executive Officer of Mad Catz, commented, “We are grateful for the expertise, leadership and contributions Stewart has provided over the last three and a half years, including the three acquisitions we executed, financed and successfully integrated during his tenure. Stewart’s planned departure does not change our operating momentum and we continue to believe that with the best product portfolio in the Company’s history, fiscal 2011 will be an exciting year for Mad Catz. We look forward to reporting our fiscal second quarter results in early November and wish Stewart every success in the future.”

Mr. Halpern added, “I am delighted to have contributed to the Company’s growth and evolution during my tenure and am pleased to leave the Company with great product momentum, continuing strong focus on expense management and an excellent operating team. I look forward to supporting the Company and facilitating a smooth transition.”

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Mad Catz Interactive, 9/2/10 page 2

About Mad Catz
Mad Catz is a 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), Eclipse (home and office) and Tritton (gaming 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. Mad Catz product updates and demonstrations can be found on Facebook, Twitter or YouTube.

Safe Harbor for Forward Looking Statements
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 except as required by law 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 fulfill our filing our stated requirements with the Securities and Exchange Commission and Ontario Securities Commission; 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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