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In an SEC filing, Take-Two said the SEC staff informed the company that it plans to seek authority from the Commission to file charges and pursue a civil monetary penalty.
The Wells notice gives Take-Two a final chance to respond to the SEC and convince the agency not to file charges.
In the filing, Take-Two said it expects "to resolve this investigation by means of a settlement rather than a contested litigation of charges ... the 'Wells' call represents a significant step forward towards that resolution."
Take-Two said in April it had received a formal order of investigation from the SEC.
The New York-based company had said a review uncovered a significant number of option grants that were backdated during a period of more than six years to August 2003.
In February, former Take-Two Chief Executive Ryan Brant pleaded guilty to criminal charges over backdating options, becoming the first ex-CEO to do so in recent probes into options irregularities at dozens of U.S. companies.