UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GAMESTOP CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2951347
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2250 William D. Tate Avenue
Grapevine, Texas 76051
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), please General Instruction A.(d), please
check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to which
this form relates: ----------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
2
Item 1. Description of Registrant's Securities to be Registered
On April 17, 2005, GameStop Corp. (the "Company") executed an amendment
(the "Amendment") to its Rights Agreement dated as of October 28, 2004, between
the Company and The Bank of New York, as Rights Agent. The Amendment, among
other things, renders the provisions of the Rights Agreement inapplicable to the
approval, execution, delivery or consummation of that certain Agreement and Plan
of Merger, dated as of April 17, 2005, by and among the Company, GameStop, Inc.,
GSC Holdings Corp., Cowboy Subsidiary LLC, Eagle Subsidiary LLC and Electronics
Boutique Holdings Corp. (the "Merger Agreement") and the consummation of the
transactions contemplated by the Merger Agreement and provides that the Rights
Agreement will terminate immediately at the Effective Time (as defined in the
Merger Agreement).
The description of the Amendment to Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Amendment. A copy of the Amendment to Rights Agreement is filed as Exhibit 4.1
to the Company's Current Report on Form 8-K of even date herewith.
Item 2. Exhibits
4.1. Amendment to Rights Agreement dated as of April 17, 2005, between the
Company and The Bank of New York, as Rights Agent (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
dated as of April 18, 2005 (File No. 1-31228)).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
GAMESTOP CORP.
Dated: April 18, 2005 By: /s/ R. Richard Fontaine
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Name: R. Richard Fontaine
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
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4.1 Amendment to Rights Agreement dated as of April 17, 2005, between
the Company and The Bank of New York, as Rights Agent (incorporated
by reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K dated as of April 18, 2005 (File No. 1-31228)).