As filed with the Securities and Exchange Commission on June 27, 2005
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GameStop Corp.
(Exact name of registrant as specified in its charter)
Delaware 75-2951347
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Westport Parkway
Grapevine, Texas 76051
(Address of Principal Executive Offices) (Zip Code)
GameStop Corp. Amended and Restated 2001 Incentive Plan
(Full title of the plan)
R. Richard Fontaine
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051
(817) 424-2000
(Name, address and telephone number of agent for service)
Copies to:
Jay M. Dorman, Esq.
Bryan Cave LLP
1290 Avenue of the Americas
New York, NY 10104
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Maximum Maximum Amount
Class of Securities Amount Offering Aggregate of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
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Class A Common 5,000,000(2) $32.18 $160,875,000 $18,935
Stock, par value
$.001 per share
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(1) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rules 457(c) and (h), the Proposed Maximum Offering Price Per Share and
the Proposed Maximum Aggregate Offering Price are computed on the basis of
the average of the high and low prices for such security as reported on the
New York Stock Exchange on June 22, 2005.
(2) Represents the increase in the maximum number of shares of Class A Common
Stock reserved for issuance under the Registrant's Amended and Restated
2001 Incentive Plan (the "Plan"). 15,000,000 shares of Class A Common Stock
have been previously registered under the Registrant's Registration
Statement on Form S-8 (No. 333-82652) filed February 13, 2002. Pursuant to
Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"),
this Registration Statement shall also cover any additional shares of the
Registrant's Class A Common Stock that become issuable under the options
covered hereby by reason of any stock dividend, stock split,
recapitalization, anti-dilution provisions or other similar transaction
effected without the receipt of consideration that increases the number of
the Registrant's outstanding shares of Class A Common Stock.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 5,000,000 shares of Class A Common
Stock, par value $.001 per share, of the Registrant reserved for issuance under
the Registrant's Amended and Restated 2001 Incentive Plan. The Company's Board
of Directors and shareholders approved this increase. Pursuant to and as
permitted by General Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8, File No. 333-82652, including without
limitation, periodic reports that the Registrant filed, or will file, after such
Form S-8 to maintain current information abut the Registrant are hereby
incorporated by reference herein, and the opinions and consents listed in Item 8
below are attached hereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
4.1 GameStop Corp. Amended and Restated 2001 Incentive Plan (incorporated by
reference to Exhibit 10.5 of Registrant's Form 10-K for the fiscal year
ended January 29, 2005 filed with the Securities and Exchange Commission on
April 11, 2005).
5.1 Opinion of Bryan Cave LLP, counsel to GameStop Corp., as to certain legal
matters in connection with the shares of Class A Common Stock being
registered.
23.1 Independent Auditors Consent of BDO Seidman, LLP.
23.2 Consent of Bryan Cave LLP (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Grapevine, State of Texas, on the 27th day of June,
2005.
GAMESTOP CORP.
By: /s/ R. Richard Fontaine
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R. Richard Fontaine
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint R. Richard Fontaine , Daniel A.
DeMatteo and David W. Carlson, and each or any of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including, without limitation, post-effective amendments and
documents in connection therewith) to this Registration Statement on Form S-8,
and to file the same with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ R. Richard Fontaine Chairman of the Board, Chief June 27, 2005
------------------------- Executive Officer and Director
R. Richard Fontaine (Principal Executive Officer)
/s/ David W. Carlson Executive Vice President, Chief June 27, 2005
------------------------- Financial Officer and
David W. Carlson Assistant Secretary (Principal
Accounting and Financial Officer)
/s/ Daniel A. DeMatteo Vice Chairman, Chief Operating June 27, 2005
------------------------- Officer and Director
Daniel A. DeMatteo
/s/ Michael N. Rosen Secretary and Director June 27, 2005
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Michael N. Rosen
/s/ Leonard Riggio Director June 27, 2005
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Leonard Riggio
/s/ Stephanie M. Shern Director June 27, 2005
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Stephanie M. Shern
/s/Edward A. Volkwein Director June 27, 2005
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Edward A. Volkwein
/s/ Gerald R. Szczepanski Director June 27, 2005
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Gerald R. Szczepanksi
EXHIBIT INDEX
No. Document
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4.1 GameStop Corp. Amended and Restated 2001 Incentive Plan (incorporated
by reference to Exhibit 10.5 of Registrant's Form 10-K for the fiscal
year ended January 29, 2005 filed with the Securities and Exchange
Commission on April 11, 2005).
5.1 Opinion of Bryan Cave LLP, counsel to GameStop Corp., as to certain
legal matters in connection with the shares of Class A Common Stock
being registered.
23.1 Independent Auditors Consent of BDO Seidman, LLP.
23.2 Consent of Bryan Cave LLP (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this Registration
Statement).