PopTop Software
PopTop Software was an American video-game developer known for Railroad Tycoon II, Tropico, and other strategy and simulation titles.
Last updated August 26, 2026
AI crawler reads
2requests
1companies- Amazon2
- Profile
- 2
- Controversies
- 0
- JSON · MD
- 0
- First read
- Oct 30, 2026
- Latest read
- Oct 31, 2026
Since Oct 28, 2026 · from this site's server log
Overview
PopTop Software was an American video-game development studio founded by programmer Phil Steinmeyer in 1993 and based in Fenton, Missouri. The company emerged during the growth of the personal-computer game market, initially operating as a small independent developer and later becoming part of Take-Two Interactive's studio structure. Its work was concentrated in strategy, simulation, and historically themed games. Steinmeyer entered game development after working on business software, which he regarded as uninteresting. He created Iron Cross largely on his own and completed the project with assistance from New World Computing. Released in 1994, Iron Cross was an early real-time strategy title and gave Steinmeyer a foothold in the industry. PopTop subsequently co-developed Heroes of Might and Magic: A Strategic Quest and Heroes of Might and Magic II with New World Computing, contributing to two influential entries in that turn-based fantasy strategy series. The PopTop Software name was adopted in 1996, when Steinmeyer began expanding the company with artists and designers for a more ambitious independent project. Steinmeyer wanted to make a successor to MicroProse's Railroad Tycoon, and PopTop reached an agreement with MicroProse to develop what became Railroad Tycoon II. The project encountered a publishing complication when The 3DO Company acquired New World Computing and discontinued its third-party publishing activities. In response, PopTop joined with other independent studios to help establish Gathering of Developers in January 1998. The developer-oriented publisher released Railroad Tycoon II as its first game in November of that year, followed by the expansion The Second Century in April 1999. Railroad Tycoon II became PopTop's defining early commercial and creative achievement. The studio continued its association with Gathering of Developers on games including Tropico and Railroad Tycoon 3, broadening its reputation in management and economic simulation. Tropico placed players in control of a fictional Caribbean island and combined city building, political administration, and economic planning. Railroad Tycoon 3 continued the railroad-management concept with updated technology and a broader simulation framework. Take-Two Interactive acquired Gathering of Developers in 2000 and separately announced the acquisition of PopTop Software in July of that year. The transaction involved 559,100 Take-Two shares, reported at an estimated value of approximately US$5.8 million at the time. Steinmeyer remained studio president after the acquisition, while PopTop continued developing games within Take-Two's publishing ecosystem. In 2005, Take-Two created the 2K Games label to manage much of its internal development portfolio, and PopTop became associated with that label. The studio released Shattered Union in 2005, a turn-based strategy game set in an alternate political future of the United States. Steinmeyer had left PopTop by late 2004 and later founded New Crayon Games, where he worked on Bonnie's Bookstore. PopTop Software ceased to operate as a separate studio in 2006. On March 8 of that year, Take-Two announced that it had merged PopTop into Firaxis Games, another studio within the 2K Games organization. The merger ended PopTop's independent corporate identity, although its games remained part of the strategy and simulation catalog associated with Take-Two and 2K.
History
PopTop Software began in 1993 when Phil Steinmeyer moved from business-software programming into video-game development. He created Iron Cross largely by himself and completed it with New World Computing. The game, released in 1994, was an early real-time strategy title and established the development partnership that shaped PopTop's first projects. Steinmeyer and New World Computing next co-developed Heroes of Might and Magic: A Strategic Quest in 1995 and Heroes of Might and Magic II in 1996. That year, Steinmeyer formally adopted the PopTop Software name and started hiring artists and designers for an independent project. Seeking to revive the Railroad Tycoon concept, he contacted MicroProse and reached an agreement to develop a sequel. The project was complicated by changes at New World Computing's parent company. After The 3DO Company acquired New World Computing, it ended the studio's third-party publishing business, leaving PopTop without an expected publishing route. In January 1998, PopTop joined five other studios in founding Gathering of Developers, a publisher intended to give independent developers greater influence over publishing and distribution. Railroad Tycoon II became the new publisher's first release in November 1998, and The Second Century expansion followed in April 1999. Take-Two Interactive acquired Gathering of Developers in May 2000 and announced the acquisition of PopTop Software in July. The PopTop transaction used 559,100 Take-Two shares and was estimated at about US$5.8 million. Steinmeyer remained president, and the studio continued creating strategy and simulation games within the broader Take-Two network. Its subsequent work included Tropico and Railroad Tycoon 3, both of which reinforced the studio's specialization in management-focused gameplay. Steinmeyer left PopTop in late 2004 and founded New Crayon Games in May 2005. Take-Two established 2K Games in January 2005 as a label overseeing many of its internal studios, and PopTop's Shattered Union was released under that structure later in the year. On March 8, 2006, Take-Two announced that PopTop would be merged into Firaxis Games. The merger dissolved PopTop as a standalone developer, while its games remained associated with the strategy-focused development and publishing network of Take-Two and 2K.
- 2006
Merged into Firaxis Games
[1]Take-Two announced the merger of PopTop Software into Firaxis Games, ending the studio's separate existence.
- 2005
Shattered Union released
[1]PopTop released Shattered Union under Take-Two's newly established 2K Games label.
- 2000
Acquired by Take-Two Interactive
[1]Take-Two acquired PopTop through a share-based transaction reported at an estimated value of US$5.8 million.
- 1998
Gathering of Developers founded
[1]PopTop became a founding member of Gathering of Developers, a publisher created by independent studios.
- 1998
Railroad Tycoon II released
[1]Railroad Tycoon II became Gathering of Developers' first published title.
- 1996
PopTop name adopted
[1]Steinmeyer adopted the PopTop Software name and expanded the team for a larger independent project.
- 1995
Heroes of Might and Magic co-development
[1]PopTop co-developed Heroes of Might and Magic: A Strategic Quest with New World Computing.
- 1994
Iron Cross released
[1]Iron Cross was released after being developed primarily by Steinmeyer with completion support from New World Computing.
- 1993
Company founded
[1]Phil Steinmeyer founded the studio and began developing computer games after working in business software.
Products and positioning
An independent strategy and simulation developer that built games around transportation networks, economic systems, political management, and historical or alternate-history settings.
Real-time strategy game · 1994
Iron Cross
Iron Cross was PopTop founder Phil Steinmeyer's first major game project. Developed largely by Steinmeyer and completed with New World Computing, it was released in 1994 and is described as one of the early real-time strategy games associated with the studio's formation.
Turn-based strategy game · 1995
Heroes of Might and Magic: A Strategic Quest
PopTop co-developed this early Heroes of Might and Magic installment with New World Computing. The project marked the studio's early role as a development partner before it established a larger independent production identity.
Turn-based strategy game · 1996
Heroes of Might and Magic II
The second Heroes of Might and Magic game was another collaboration between PopTop and New World Computing. It extended PopTop's early experience in fantasy strategy development and helped connect the studio to established PC-game publishing relationships.
Economic and transportation simulation · 1998
Railroad Tycoon II
Railroad Tycoon II was PopTop's breakthrough independent project and the first release from Gathering of Developers. It focused on building and managing railway networks, combining transportation planning, commercial competition, and economic strategy in a historical simulation framework.
Expansion pack · 1999
The Second Century
The Second Century was an expansion for Railroad Tycoon II. It extended the railroad-management experience after the original game's release and was issued through the Gathering of Developers publishing arrangement.
City-building and political simulation
Tropico
Tropico combined city building, economic management, and political administration in a fictional Caribbean setting. The game continued PopTop's interest in systems-driven simulations in which players balance infrastructure, resources, public opinion, and political power.
Economic and transportation simulation
Railroad Tycoon 3
Railroad Tycoon 3 continued the studio's best-known transportation-management series. It expanded the railroad simulation concept and represented PopTop's later work within the Take-Two and Gathering of Developers publishing environment.
Turn-based strategy game · 2005
Shattered Union
Shattered Union was a turn-based strategy game set in an alternate political future of the United States. Released in 2005, it was PopTop's final listed major release before the studio was merged into Firaxis Games.
Brand decisions
2006
Merger into Firaxis GamesM&ABackground
PopTop was one of Take-Two's strategy-focused development studios and was operating within the 2K Games organization.
Action taken
Take-Two merged PopTop Software into Firaxis Games.
Aftermath
PopTop ceased to exist as a separate studio, while its development capabilities and personnel were absorbed into Firaxis.
2005
Integration into the 2K Games publishing structureStrategyBackground
Take-Two created 2K Games as a label to manage much of its internal studio portfolio.
Action taken
PopTop's projects were placed within the 2K Games publishing structure, including the release of Shattered Union.
Aftermath
The label arrangement preceded the studio's merger into Firaxis Games in 2006.
2000
Take-Two acquisitionM&ABackground
Take-Two first acquired Gathering of Developers and then announced the acquisition of PopTop Software.
Action taken
Take-Two completed a share-based transaction involving 559,100 Take-Two shares, with the deal reported at an estimated value of US$5.8 million.
Aftermath
PopTop remained operational under Take-Two, with Phil Steinmeyer continuing as studio president for a period after the acquisition.
Estimated transaction value. US$5.8 million (2000 acquisition announcement)
1998
Co-found Gathering of DevelopersStrategyBackground
PopTop lost a publishing route after changes at New World Computing's parent company affected third-party publishing.
Action taken
The studio joined other independent developers in creating Gathering of Developers, a developer-oriented publishing company.
Aftermath
Railroad Tycoon II became the publisher's first release, giving PopTop a route to market for its independent project.
Recent events
- 2006
PopTop Software merges into Firaxis Games[1]
M&A · Leadership change
Take-Two announced that PopTop Software had been merged into Firaxis Games, ending PopTop's operation as a separate studio.
- 2005
2K Games becomes PopTop's publishing label[1]
Other
Take-Two launched 2K Games as a publishing label for much of its studio portfolio, including PopTop Software.
- 2005
Shattered Union is released[1]
Product launch
PopTop released Shattered Union, a turn-based strategy game published under the 2K Games structure.
- 2000
Take-Two acquires Gathering of Developers[1]
M&A
Take-Two Interactive acquired Gathering of Developers, bringing its publishing activities and associated development relationships into the Take-Two group.
- 2000
Take-Two announces acquisition of PopTop Software[1]
M&A
Take-Two announced a transaction for PopTop Software involving 559,100 Take-Two shares, with an estimated value of approximately US$5.8 million at the time.
- 1998
PopTop Software helps establish Gathering of Developers[1]
M&A · Other
PopTop Software became one of the founding members of Gathering of Developers, a publisher formed by independent game studios.
- 1998
Railroad Tycoon II becomes Gathering of Developers' first release[1]
Product launch
PopTop's Railroad Tycoon II was released as the first title published by Gathering of Developers.
Sources1 sources
Cite this profile: Cite the canonical profile. /brand-wiki/poptop-software · Editorial policy · How profiles are compiled