UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): ~~February~~June 1526, 2013

THQ INC.

(Exact Name of Registrant as Specified in Charter)



Delaware	0-18813	13-3541686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



29903 Agoura Road, Agoura Hills, CA	91301
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (818) 871-5000

(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 240.14a-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 28.01 ~~Completion~~Other ~~of Acquisition or Disposition of Assets.~~Events

~~Closing~~Monthly ofOperating ~~the 505 Games Transaction~~Report

As previously disclosed, inon ~~connection~~December ~~with~~19, ~~its ongoing Chapter 11 case (the “Chapter 11 Case”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”)~~2012, THQ, Inc. (the “Company”) ~~conducted~~and ~~a Section 363 auction for the sale of~~ certain of ~~the~~its ~~Company’s~~subsidiaries ~~assets~~ (~~the~~together ~~“Auction”). As~~with ~~a result of~~ the ~~Auction~~Company, the ~~Company and 505 Games Srl, as purchaser (~~“~~505 Games~~Debtors”), ~~entered~~filed ~~into~~voluntary anpetitions ~~Asset~~for ~~Purchase~~relief ~~Agreement~~under ~~dated~~Chapter as11 of ~~April 18, 2013 (~~the ~~“505~~United ~~Games~~States ~~Asset~~Bankruptcy ~~Purchase~~Code ~~Agreement”), pursuant to which the Company agreed to sell substantially all of its assets primarily related to Drawn to Life and Drawn to Life: The Next Chapter~~ (~~together,~~ the “~~505~~Chapter ~~Games~~11 ~~Assets~~Case”) toin ~~505~~the ~~Games~~United ~~pursuant~~States ~~to,~~Bankruptcy ~~inter~~Court ~~alia, Sections~~for ~~363~~the ~~and~~District ~~365~~ of ~~the~~Delaware ~~U.S. Bankruptcy Code~~ (the “Bankruptcy ~~Code~~Court”).

~~Pursuant~~On toJune 26, 2013, the ~~terms~~Debtors offiled ~~the~~their ~~505~~monthly ~~Games~~operating ~~Asset~~report ~~Purchase~~for ~~Agreement~~the period beginning April 1, ~~the~~2013 ~~aggregate~~and ~~consideration~~ending ~~received~~April by30, 2013 (the ~~Company~~“April ~~was~~2013 ~~comprised~~Report”) ofwith ~~cash~~the inBankruptcy Court and submitted the ~~amount~~April of2013 ~~$301,000~~Report ~~and~~to the ~~assumption~~Office of ~~certain~~the ~~liabilities~~United byStates ~~505 Games~~Trustee. On ~~May~~The ~~31,~~April 2013, ~~the~~Report ~~Company~~is ~~completed~~furnished ~~the~~with ~~disposition~~this ofCurrent ~~the~~Report ~~505~~on ~~Games~~Form ~~Assets~~8-K toas ~~505~~Exhibit ~~Games~~99.1.

~~Closing~~The April 2013 Report contains unaudited financial information that has not been reviewed by independent accountants, is limited to the Debtors and is in a format prescribed by applicable bankruptcy laws. The financial information related to the Debtors included in the April 2013 Report has been prepared to conform with specific instructions from the U.S. Trustee and is not presented in accordance with generally accepted accounting principles (“GAAP”) or SEC regulations applicable to financial statements contained in periodic reports filed with the SEC. Preparation of the ~~Gearbox~~Debtors’ ~~Transaction~~financial statements in accordance with GAAP could result in material reconciliations and adjustments to certain financial information presented in the April 2013 Report.

~~Also~~The asApril a2013 ~~result~~Report ofalso ~~the~~may ~~Auction,~~contain ~~the~~information ~~Company~~for ~~and~~periods ~~Gearbox~~that ~~Software,~~are ~~LLC,~~different asfrom ~~purchaser~~those ~~(“Gearbox”),~~contained ~~entered~~in ~~into~~the anreports ~~Asset Purchase Agreement dated as of April 19, 2013 (~~the ~~“Gearbox~~Company ~~Asset~~has ~~Purchase~~filed ~~Agreement”),~~ pursuant to ~~which~~ the ~~Company~~Securities ~~agreed~~Exchange toAct ~~sell substantially all~~ of ~~its~~1934, ~~assets~~as ~~primarily~~amended ~~related to Homeworld~~ (the “~~Gearbox~~Exchange ~~Assets~~Act”) ~~to Gearbox pursuant to, inter alia, Sections 363 and 365 of the Bankruptcy Code~~.

~~Pursuant~~Such toinformation ~~the~~also ~~terms~~may not be indicative of the ~~Gearbox~~financial ~~Asset~~condition ~~Purchase~~or ~~Agreement,~~operating results of the ~~aggregate~~Company ~~consideration~~and ~~received~~its bysubsidiaries for the periods reflected in the Company’s ~~was~~financial ~~comprised~~statements or in its reports pursuant to the Exchange Act, or of ~~cash~~future results. The financial information in the ~~amount~~April 2013 Report is not presented on a consolidated basis and does not present the consolidated results of $1the Company. Accordingly,~~350,000~~ ~~and~~the financial statements in the ~~assumption~~April 2013 Report cannot be compared with the consolidated financial condition and results of ~~certain~~operations ~~liabilities~~that bythe ~~Gearbox~~Company has reported in its Exchange Act filings. On ~~May~~Investors ~~31,~~and potential investors should not place undue reliance upon the information contained in the April 2013 Report, ~~the~~which ~~Company~~was ~~completed~~not prepared for the ~~disposition~~purpose of providing the ~~Gearbox~~basis ~~Games~~for ~~Assets~~an investment decision relating to ~~Gearbox~~any of the securities of the Company.

~~Closing~~While every effort has been made to assure the accuracy and completeness of the ~~Nordic~~April ~~Games~~2013 ~~Transaction~~Report, errors or omissions may have inadvertently occurred and the Company reserves the right to amend the April 2013 Report as necessary.

~~Also~~Further asinformation aabout ~~result of~~ the ~~Auction, the~~ Company’s ~~and~~bankruptcy ~~Nordic~~process ~~Games~~is ~~Licensing~~accessible ~~AB,~~at ~~as purchaser (“Nordic Games”), entered into an Asset Purchase Agreement dated as of April 22, 2013 (~~the ~~“Nordic~~Kurtzman ~~Games~~Carson ~~Asset~~Consultants ~~Purchase~~Internet ~~Agreement”),~~site ~~pursuant~~at tohttp://www.kccllc.net/thq. ~~which~~In ~~the Company agreed to sell substantially all of its assets primarily related to Darksiders~~addition, ~~Red~~documents Faction, MX, other owned software (including Destroy all Humans! and Summoner) and other licensed software (including Marvel Super Hero Squad and Supreme Commander) (together, the “Nordic Games Assets”) to Nordic Games pursuant to, inter alia, Sections 363 and 365 of the Bankruptcy Code.

~~Pursuant~~filed toin ~~the~~connection ~~terms~~with of the ~~Nordic~~Chapter ~~Games~~11 ~~Asset~~Case ~~Purchase~~(other ~~Agreement,~~than ~~the~~documents ~~aggregate~~filed ~~consideration~~under ~~received~~seal byor ~~the~~otherwise ~~Company~~subject ~~was~~to ~~comprised~~confidentiality ofprotections) ~~cash~~will inbe ~~the~~accessible ~~amount~~at ~~of $4,900,000 and~~ the ~~assumption~~Bankruptcy ofCourt’s ~~certain~~Internet ~~liabilities~~site, ~~by Nordic Games~~www. ~~On May 31~~deb.uscourts.gov, ~~2013,~~through ~~the~~an ~~Company~~account ~~completed~~obtained ~~the~~from ~~disposition~~Pacer ofService ~~the~~Center ~~Nordic~~at ~~Games Assets to Nordic Games~~1-800-676-6856.

~~The~~Item ~~foregoing~~9.01 ~~descriptions~~Financial ofStatements ~~the terms of the 505 Games Asset Purchase Agreement, Gearbox Asset Purchase Agreement~~ and Nordic Games Asset Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are incorporated herein by reference, and are accessible at the Kurtzman Carson Consultants Internet site at http://wwwExhibits.kccllc.net/thq. In addition, documents filed in connection with the Chapter 11 Case (other than documents filed under seal or otherwise subject to confidentiality protections) will be accessible at the Bankruptcy Court’s Internet site, www.deb.uscourts.gov, through an account obtained from Pacer Service Center at 1-800-676-6856. Except as expressly incorporated by reference herein, the information set forth on the foregoing websites shall not be deemed to be a part of or incorporated by reference into this Current Report on Form 8-K.

~~Item 5.02~~(d) ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Exhibits

As of February 15, 2013, the Board of Directors (the “Board”) of the Company appointed Edward L. Kaufman, age 54, President of the Company. Mr. Kaufman is also currently the Company’s Corporate Secretary, a position he has held since his appointment in September 2009. Prior to his appointment as President, Mr. Kaufman had served as the Company’s Executive Vice President, Business and Legal Affairs since his appointment in September 2009. Mr. Kaufman's extensive career includes more than 15 years in senior legal management roles at leading media, entertainment and consumer product companies. Most recently, Mr. Kaufman was Executive Vice President, General Counsel and Secretary of World Wrestling Entertainment, Inc., which he joined in 1997.



Exhibit No.		Title
99.1		Monthly Operating Report for the period beginning April 1, 2013 and ending April 30, 2013.

There are no family relationships between Mr. Kaufman and any director or executive officer of the Company, and there are no related party transactions between Mr. Kaufman and the Company reportable under Item 404(a) of Regulation S-K.

For services rendered and to be rendered from the date of his election as President of the Company through August 31, 2013, or such earlier date as his employment may be terminated, Mr. Kaufman’s base salary was increased to $467,500 per year. Subject to his continued employment with the Company or a liquidating trust established under any Chapter 11 plan for the Company and certain of its subsidiaries (the “Plan”), Mr. Kaufman will receive (i) a cash bonus in the amount of $150,000 if the aggregate cash available for distribution to general unsecured creditors under the Plan exceeds $60 million and (ii) 1% of the aggregate cash available for distribution to general unsecured creditors in excess of $60 million.

SIGNATURE

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~~July 63, 2013

THQ INC.

By: /s/ Edward L. Kaufman
Name: Edward L. Kaufman
Title: President

EXHIBIT INDEX



Exhibit No.		Title
99.1		Monthly Operating Report for the period beginning April 1, 2013 and ending April 30, 2013.

Filing Compare · THQ INC