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): December 21, 2006

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:

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

¨ Soliciting material pursuant to Rule 425 under the Exchange Act (17 CFR 240.14.a-12)

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

¨ 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 December 21, 2006, Mad Catz Interactive, Inc. (the “Company”) announced the appointment of Stewart A. Halpern as the Company’s Chief Financial Officer effective January 15, 2007.

Prior to this appointment, Mr. Halpern, age 50, served as Head of Finance of Rockstar Games, a division of Take Two Interactive Software, Inc., a publicly traded videogame publisher, since 2005. Prior to his service with Rockstar Games, from 2002 to 2005, Mr. Halpern was Managing Director, Entertainment Equity Research at RBC Capital Markets, where he oversaw videogame industry equity research. In addition, Mr. Halpern has held sell-side research positions at Banc of America Securities and ING Barings Furman Selz LLC, and, previously served for twelve years in the investment banking department at Credit Suisse First Boston. Mr. Halpern also served for three years as the Chief Financial Officer of Rush Communications. Mr. Halpern earned a Bachelor’s of Science in Administrative Sciences from Yale College where he graduated cum laude with Departmental Honors. He also earned a Masters of Public and Private Management degree from Yale School of Management.

In connection with his employment, Mr. Halpern accepted an offer letter (the “Offer Letter”) form the Company effective December 20, 2006. Under the Offer Letter, Mr. Halpern will receive an annual base salary of $225,000. Mr. Halpern is also eligible to receive a bonus of up to 10% of his base salary following successful completion of a ninety-day introductory period with the Company and will participate in any other bonus plans adopted for senior executives by the Compensation Committee of the Company’s Board of Directors. Mr. Halpern is also entitled to receive all rights and benefits for which he is eligible under the Company’s standard benefits and compensation plans. His employment with the Company is at-will.

Additionally, the Offer Letter provides that Mr. Halpern will be granted an option under the Company’s stock option plan to purchase up to 120,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on Mr. Halpern’s start date, as determined in accordance with the Company’s stock option plan, and a further option to purchase an additional 100,000 shares of the Company’s common stock following successful completion of the ninety-day introductory period with the Company. The options to be granted are subject to the terms and conditions of the Company’s stock option plan and a stock option agreement approved by the Board of Directors of the Company for use under the stock option plan. The options will vest and become exercisable in accordance with the Company’s stock option plan and the discretion of the Board of Directors of the Company, subject to Mr. Halpern’s continued employment with the Company.

A copy of the Offer Letter is filed herewith as Exhibit 10.1 and incorporated herein by reference.

There are no family relationships between Mr. Halpern and any director or executive officer of the Company which would require disclosure under Item 401(d) of Regulation S-K. Other than with respect to his employment with the Company, there are no transactions between Mr. Halpern or any of his immediate family members and the Company or any of its subsidiaries which would require disclosure under Item 404(a) of Regulation S-K.

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On December 21, 2006, the Company issued a press release announcing the appointment of Mr. Halpern as Chief Financial Officer, which press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1	Offer Letter, effective December 20, 2006, by and between Mad Catz Interactive, Inc. and Stewart Halpern.
99.1	Press Release, dated December 21, 2006, 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: December 26, 2006	MAD CATZ INTERACTIVE, INC.
	By:	/s/ DARREN RICHARDSON
	Name:	Darren Richardson
	Its:	President and Chief Executive Officer

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EX-10.1

Exhibit 10.1

December 14, 2006

VIA EMAIL

Stewart Halpern

448 West 37th Street, Apt. 9E

New York, NY 10018

stewartahalpern@yahoo.com

Re: Offer of Employment at Mad Catz Interactive, Inc.

Dear Stewart:   Mad Catz Interactive, Inc. and Mad Catz, Inc. (collectively “Mad Catz”) is pleased to offer you the position of Chief Financial Officer reporting directly to Darren Richardson, President & Chief Executive Officer.   Compensation   You will be compensated with a salary payable every two weeks in the amount of $225,000.00 annualized. Note that all compensation is subject to normal withholdings. You are an exempt employee.   In addition, on your start date, Mad Catz will provide you with a relocation allowance of $25,000.00 less federal, state, local and FICA taxes and other applicable withholdings. The relocation allowance amount is intended for you to use at your discretion for any relocation expenses that you may incur. Should you give notice of your intent to terminate your employment with Mad Catz or be terminated with cause prior to 12 months from your start date, you will be obligated to refund a pro-rata amount of these expenses to Mad Catz upon termination. This amount will be deducted from your final paycheck and/or any outstanding PTO balance you may have accrued, but not used. Your acceptance of this offer indicates your acceptance of this provision and your permission to perform this deduction.   You will be eligible for a bonus of up to ten percent (10%) of your base salary following the successful completion of your ninety (90) day Introductory Period. You shall be included in any bonus plan adopted by the Compensation Committee for senior executives.   Your first ninety (90) days of employment with Mad Catz are considered an Introductory Period. At the end of your Introductory Period, you may receive a review by the CEO. If the CEO does not contact you regarding your review, it is your responsibility to contact him. Completion of the Introductory Period does not guarantee continued employment at Mad Catz, nor does it alter your status as an at-will employee. On your start date, you will be issued 120,000 stock options that shall be approved prior to your start date in accordance with the Company’s policies and procedures. Following the successful completion of your Introductory Period, you will be issued an additional 100,000 stock options in line with the Company’s policies and procedures. As set forth above, the options will vest in accordance with Mad Catz’ Stock Option Plan and/or according to the discretion of the Board of Directors. In the event

you are terminated without cause, all unvested options shall immediately vest and you will have ninety (90) days to exercise such options before they expire.   Policies and Benefits   As an employee of Mad Catz, you will be provided with a copy of the Mad Catz Employee Manual and insurance booklets, which outline our personnel policies and benefits programs. We are extremely proud of the Mad Catz benefits package and hope you will take the time to review this feature rich package. You are eligible for benefits described therein on the first day of the month following your first thirty (30) days of employment. Any questions regarding Mad Catz’ policies, benefits administration or eligibility, should be directed to Human Resources.   At-Will Employment   If you choose to accept this offer, please understand your employment is “at-will.” As an at-will employee you agree and understand that you or Mad Catz can terminate the employment relationship at any time, for any reason. Your at-will status cannot be modified by oral agreement; any modification to your at-will status must be in writing.   Confidentiality and Authorization to Work   As a condition of employment, you will be required to sign an Agreement Relating to Employee Confidentiality, Non-Disclosure and Assignment of Inventions, Patents, Ideas and Discoveries. You should also note that you will be required to show proof of citizenship, permanent residency in the U.S., or authorization to work in the U.S. within three business days of your date of hire.   Reference Check   This offer is made subject to satisfactory reference checks from previous employers.   Acceptance   To indicate your acceptance of this offer, please sign below and return this letter to Mad Catz by Wednesday, December 20, 2006. If you accept this offer, your start date will be January 15, 2007. This letter along with the Mad Catz Employee Manual which you will receive at the start of employment and your formal employment contract, set forth the terms of your employment.

Welcome to Mad Catz. We hope you agree that you have a great contribution to make to the industry by way of Mad Catz, and that you will find working here a rewarding experience.

Very truly yours,

/s/ DARREN RICHARDSON

Darren Richardson

President & Chief Executive Officer

Agreed to and Accepted by:

/s/ STEWART HALPERN	12/20/2006
Stewart Halpern	Date

EX-99.1

Exhibit 99.1

News Announcement	For Immediate Release
Contact:
Darren Richardson	Joseph Jaffoni, David Jacoby
Mad Catz Interactive, Inc.	Jaffoni & Collins Incorporated
619/683-9830	212/835-8500 or mcz@jcir.com

MAD CATZ NAMES CHIEF FINANCIAL OFFICER WITH 25-YEAR BACKGROUND IN

FINANCE, VIDEOGAME AND ENTERTAINMENT INDUSTRIES

- Stewart Halpern Brings Wealth of Relevant Financial, Industry and Investment

Community Experience to New Role at Mad Catz -

San Diego, California, December 21, 2006 — Mad Catz Interactive, Inc. (“Mad Catz”) (AMEX/TSX: MCZ), a leading worldwide third party video game accessory provider, announced today that Stewart Halpern, 50, has been appointed Chief Financial Officer, a position which had been vacant since September 1, 2006. Mr. Halpern will begin his employment on January 15, 2007.

Mr. Halpern brings over 25 years of relevant financial, investment community and entertainment industry experience to his new role at Mad Catz. As CFO Mr. Halpern will be responsible for managing all financial and treasury functions, SEC reporting and compliance, bank and financial community relationships and conducting internal and industry analysis to support the Company’s strategy and goals for growth and profitability.

Prior to joining Mad Catz, Mr. Halpern served as Head of Finance of Rockstar Games, a division of Take Two Interactive Software, Inc. (Nasdaq: TTWO) and one of the most successful videogame publishers in the industry. In Take Two Interactive Software’s 2005 fiscal year Rockstar Games generated over $500 million of revenue. At Rockstar, Mr. Halpern was involved in the oversight of financial, business and legal affairs including annual budgets, Sarbanes-Oxley compliance, analysis and negotiation of acquisitions, and publishing and licensing transactions.

Mr. Halpern previously served as Chief Financial Officer of Rush Communications, the holding company of entertainment industry entrepreneur Russell Simmons. At Rush, Mr. Halpern oversaw the financial affairs of businesses including Def Jam Music and Phat Fashions, with aggregate sales nearly quadrupling in the three years of his tenure.

Mr. Halpern also has extensive Wall Street experience, both as a sell-side videogame and entertainment industry analyst with the firms of RBC Capital Markets, Banc of America Securities and Furman Selz, and, earlier, as an investment banker in the Media and Entertainment Group at Credit Suisse First Boston.

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Stewart Halpern Named Chief Financial Officer, 12/21/06 page 2

Commenting on the appointment, Darren Richardson, President and Chief Executive Officer of Mad Catz Interactive, Inc., stated, “Stewart brings a diverse, proven background of financial and industry experience and relationships to the position of Chief Financial Officer. Stewart’s career has involved him in many areas of direct relevance to Mad Catz including licensing, video game software publishing, analysis and negotiations of acquisitions, financial and SEC reporting and compliance and strong communications skills including extensive interaction with members of the financial community active in the interactive entertainment sector. Stewart has also been involved in the management of fast growing entities, and we look forward to his contributions as we seek to further expand our role as a leading worldwide provider of high quality video game accessories, interactive entertainment software and ancillary products.”

Stewart Halpern added, “Having closely tracked Mad Catz’s progress for many years I have developed an appreciation for the Company’s innovative, high-quality core accessory products as well as its recent success in expanding and diversifying its sources of revenue. I look forward to applying both my industry and Wall Street experience in working closely with Darren and the rest of the Mad Catz team to further strategically expand the business and to build value for shareholders.”

Mr. Halpern earned a Bachelor’s of Science in Administrative Sciences from Yale College where he graduated cum laude with Departmental Honors. He also earned a Masters of Public and Private Management degree from Yale School of Management.

About Mad Catz Interactive, Inc.

Mad Catz is a worldwide leader of innovative peripherals in the interactive entertainment industry. Mad Catz designs and markets a full range of accessories for video game systems and publishes video game software, including the industry leading GameShark brand of video game enhancements. Mad Catz has distribution through most leading retailers offering interactive entertainment products. Mad Catz has its operating headquarters in San Diego, California and offices in Canada, Europe and Asia. For additional information go to www.madcatz.com.

This press release contains forward-looking statements about the Company 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,” “confident” 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 attract and retain qualified and skilled personnel; 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; delays in the Company’s ability to obtain products from its manufacturers in China; market and general economic conditions. 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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