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PopTop Software

PopTop Software was an American video game developer known for Railroad Tycoon II, Tropico, and Railroad Tycoon 3, later merged into Firaxis Games.

Last updated October 30, 2026

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Overview

PopTop Software Inc. was an American video game developer based in Fenton, Missouri. Founded by Phil Steinmeyer in 1993, the studio began as a one-person operation creating the real-time strategy game Iron Cross and co-developing early Heroes of Might and Magic titles with New World Computing. After adopting the PopTop Software name in 1996, Steinmeyer expanded the team and secured a deal with MicroProse to develop Railroad Tycoon II. In 1998, PopTop became a founding member of Gathering of Developers, a developer-centric publisher, which released Railroad Tycoon II and its expansion The Second Century, followed by Tropico and Railroad Tycoon 3. Take-Two Interactive acquired Gathering of Developers in May 2000 and PopTop Software in July 2000 for approximately US$5.8 million in stock. Under Take-Two, PopTop was placed under the 2K Games label in 2005 and released Shattered Union that same year. In March 2006, Take-Two announced that PopTop Software had been merged into Firaxis Games, another 2K Games studio, ending its independent brand identity. PopTop's legacy rests on its contributions to the strategy and simulation genres, particularly the Railroad Tycoon and Tropico series.

History

PopTop Software was founded in 1993 by Phil Steinmeyer, a former business software programmer who turned to game development. His first project, Iron Cross, was largely a solo effort and was completed with New World Computing, releasing in 1994 as one of the first real-time strategy games. Steinmeyer continued collaborating with New World Computing on Heroes of Might and Magic: A Strategic Quest (1995) and Heroes of Might and Magic II (1996). In 1996, he formally adopted the PopTop Software name and began hiring artists and designers for an independent project. Seeking to develop a sequel to Railroad Tycoon, Steinmeyer contacted MicroProse and quickly reached an agreement. However, The 3DO Company acquired New World Computing and exited third-party publishing, leaving PopTop without a publisher. In January 1998, PopTop became a founding member of Gathering of Developers, a developer-centric publisher formed by six studios. Railroad Tycoon II, the first release from Gathering of Developers, launched in November 1998, followed by the expansion The Second Century in April 1999. Take-Two Interactive acquired Gathering of Developers in May 2000 and announced the acquisition of PopTop Software on July 24, 2000, in a stock deal valued at approximately US$5.8 million. Steinmeyer remained studio president. PopTop continued working with Gathering of Developers on Tropico and Railroad Tycoon 3. Steinmeyer left in late 2004 and founded New Crayon Games in May 2005. On January 25, 2005, Take-Two opened the 2K Games publishing label to manage most of its studios, including PopTop. PopTop released Shattered Union in 2005. On March 8, 2006, Take-Two announced that PopTop Software had been merged into Firaxis Games, another 2K Games studio, ending its separate existence.

  • 2006

    Merged into Firaxis Games on March 8.

  • 2005

    Placed under 2K Games label; releases Shattered Union.

  • 2000

    Take-Two Interactive acquires PopTop Software on July 24 for approximately US$5.8 million in stock.

  • 1999

    The Second Century expansion pack released in April.

  • 1998

    Becomes a founding member of Gathering of Developers; Railroad Tycoon II released in November.

  • 1996

    Adopts the PopTop Software name and begins hiring for independent project.

  • 1995

    Co-develops Heroes of Might and Magic: A Strategic Quest with New World Computing.

  • 1994

    Iron Cross released as one of the first real-time strategy games.

  • 1993

    Phil Steinmeyer starts the company, creating Iron Cross.

Products and positioning

Strategy and simulation game developer known for the Railroad Tycoon and Tropico series.

  • 1994

    Iron Cross

    One of the first real-time strategy games, developed mostly by Phil Steinmeyer and finished with New World Computing.

  • 1995

    Heroes of Might and Magic: A Strategic Quest

    Co-developed with New World Computing.

  • 1996

    Heroes of Might and Magic II

    Co-developed with New World Computing.

  • 1998

    Railroad Tycoon II

    First release from Gathering of Developers; published in November 1998.

  • 1999

    Railroad Tycoon II: The Second Century

    Expansion pack released in April 1999.

  • Tropico

    Developed by PopTop Software and published by Gathering of Developers.

  • Railroad Tycoon 3

    Developed by PopTop Software and published by Gathering of Developers.

  • 2005

    Shattered Union

    Released under the 2K Games label.

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