Form 8-K MAD CATZ INTERACTIVE For: May 21

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May 28, 2015 4:12 PM EDT

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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 21, 2015

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.)

10680 Treena Street, Suite 500

San Diego, California 92131

(Address of Principal Executive Offices)

(858) 790-5008

(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 14a-12 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 May 21, 2015, the Board of Directors (“Board”) of Mad Catz Interactive, Inc. (the “Company”) appointed Carlo Chiarello as a director of the Company effective June 8, 2015.

There are no other understandings or arrangements between Mr. Chiarello or any other person and the Company or any of its subsidiaries pursuant to which Mr. Chiarello was appointed to serve as a director. There are no transactions between Mr. Chiarello or any of his immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with his appointment to the Company’s Board and pursuant to the terms of the Company’s 2007 Stock Option Plan, as amended, Mr. Chiarello will be granted an option to purchase 6,506 shares of Common Stock (representing a one-time initial grant of 25,000 options reduced on a pro rata basis based on the number of days that have elapsed from the previous Annual and Special Meeting of shareholders to his effective appointment to the Board). Mr. Chiarello will also receive compensation consistent with the Company’s non-employee director compensation program.

On May 28, 2015, the Company issued a press release announcing the appointment of Mr. Chiarello to the Board. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits.


99.1		Press Release, dated May 28, 2015, issued by Mad Catz Interactive, Inc.

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: May 28, 2015	MAD CATZ INTERACTIVE, INC.

	By:	/s/ KAREN MCGINNIS
	Name: Karen McGinnis
	Its: Chief Financial Officer

Exhibit 99.1

LOGO

MAD CATZ^® ANNOUNCES THE APPOINTMENT OF CARLO CHIARELLO TO THE BOARD OF DIRECTORS

San Diego – May 28, 2015 – Mad Catz Interactive, Inc. (“Mad Catz” or “the Company”) (NYSE MKT/TSX: MCZ) announced today the appointment of Carlo Chiarello to the Company’s Board of Directors (“Board”) beginning June 8, 2015. Prior to the appointment of Mr. Chiarello, the Board consisted of four members, three of which are independent. Mr. Chiarello’s appointment adds a fifth member to the Board and increases the percentage of independent directors to 80%.

Mr. Chiarello is a Canadian resident and currently is the Chief Product Officer at Powermat Technologies Limited, a developer of wireless power solutions for consumers, OEM, and public places. In his current position, Mr. Chiarello is responsible for formulating and executing corporate strategy, product management, product research and development, marketing and sales. Prior to joining Powermat, Mr. Chiarello spent eleven years in executive positions at BlackBerry Limited, most recently as Executive Vice President, BlackBerry Mobile Handset Division. Mr. Chiarello also has held various positions at Innovance Networks, Nortel Networks and Bell Canada. Mr. Chiarello graduated from Carleton University with a bachelor’s degree in electrical engineering, and has been a member of the Professional Engineers of Ontario (PEO) since 1993.

Commenting on Mr. Chiarello’s appointment, Darren Richardson, President and Chief Executive Officer of Mad Catz, stated, “We are pleased to welcome Carlo to Mad Catz’ Board. Carlo brings a broad understanding of the business and technology aspects of the mobile world, as well as the demands of consumers. His many years in the field of mobile technologies aligns with Mad Catz’ mobile gaming initiatives. Carlo’s background and experience will make him a valuable asset to our Board as Mad Catz continues its expansion into new markets and pursues its goal of creating cutting-edge products for passionate consumers.”

About Mad Catz

Mad Catz Interactive, Inc. (“Mad Catz”) (NYSE MKT/TSX: MCZ) is a global provider of innovative interactive entertainment products marketed under its Mad Catz^® (gaming), Tritton^® (audio), and Saitek^® (simulation) brands. Mad Catz products cater to passionate gamers across multiple platforms including in-home gaming consoles, handheld gaming consoles, Windows^® PC and Mac^® computers, smart phones, tablets and other mobile devices. Mad Catz distributes its products through its online store as well as distribution via many leading retailers around the globe. Headquartered in San Diego, California, Mad Catz maintains offices in Europe and Asia. For additional information about Mad Catz and its products, please visit the Company’s website at www.madcatz.com.

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LOGO

Cautionary Note Regarding Forward-Looking Statements

Information in this press release that involves the Company’s expectations business prospects, plans, intentions or strategies regarding its future are forward-looking statements that are not facts and that involve substantial risks and uncertainties. You can identify these statements by the use of 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 the Company’s actual future results to differ materially from those expressed in the forward-looking statements set forth in this release include the following: the ability to maintain or renew the Company’s licenses; competitive developments affecting the Company’s current products; first-party price reductions; availability of capital under our credit facility; commercial acceptance of new in-home gaming consoles; the ability to successfully market both new and existing products domestically and internationally; difficulties or delays in manufacturing; unanticipated product delays; or a downturn in the market or industry. A further list and description of these and other factors, risks, uncertainties and other matters can be found in the Company’s most recent annual report, and any subsequent quarterly reports, filed with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators. The forward-looking statements in this release are based upon

information available to the Company as of the date of this release, and the Company assumes no obligation to update any such forward-looking statements as a result of new information or future events or developments. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of the Company and are subject to risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations.

Mad Catz and the Mad Catz logo are trademarks or registered trademarks of Mad Catz Interactive, Inc., its affiliates and/or subsidiary companies. All other marks are the property of their owners.

Source

Mad Catz Interactive, Inc.

Karen McGinnis

Chief Financial Officer

[email protected] or (858) 790-5040

Investor Relations:

Joseph Jaffoni, Norberto Aja, Jim Leahy

JCIR

[email protected] or (212) 835-8500

xxx

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