UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-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:
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(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)
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Item 1. Description of Registrant's Securities to be Registered
On October 25, 2004, the Board of Directors of GameStop Corp. (the
"Company") declared a dividend of one right (a "Right") for each outstanding
share of Class A Common Stock, par value $.001 per share, of the Company ("Class
A Shares"), and each outstanding share of Class B Common Stock, par value $.001
per share, of the Company ("Class B Shares", and together with the Class A
Shares, the "Common Shares"). The dividend is payable on October 28, 2004 (the
"Record Date") to the stockholders of record at the close of business on that
date. The Board of Directors has further authorized and directed the issuance of
one Right with respect to each Common Share that shall become outstanding
between the Record Date and the earliest of the Distribution Date (as defined
below), the Final Expiration Date (as defined below) and the date the Rights are
redeemed. Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of a series of preferred stock, designated as
Series A Junior Participating Preferred Stock, par value $.001 per share (the
"Preferred Stock"), at a price of $100.00 per one one-thousandth of a share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and The Bank of New York, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) a public announcement that, without the
prior consent of the Board of Directors of the Company, a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the Voting Power of the outstanding Common Shares
(or an additional 5% or more of the Voting Power of the outstanding Common
Shares in the case of any Acquiring Person who beneficially owns 15% or more of
the Voting Power of the outstanding Common Shares as of October 28, 2004) or
(ii) 10 business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the Voting Power of the
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date, upon transfer or new issuance of
Common Shares, will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights will
expire on October 28, 2014 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable, and the number of one one-thousandth shares of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in Preferred
Stock) or of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights associated with each Common Share and the
voting and economic rights of each one one-thousandth of a share of Preferred
Stock issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares occurring, in any such case, prior to the Distribution
Date.
In the event that any person becomes an Acquiring Person, each holder of a
Right, other than Rights beneficially owned by the Acquiring Person and its
Affiliates and Associates (which will thereafter be null and void), will
thereafter have the right to receive upon exercise of the Right and payment of
then current Purchase Price that number of one one-thousandths of a share of
Preferred Stock having a market value of two times that Purchase Price.
In the event that, after the Distribution Date, the Company is acquired in
a merger or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision will be made so
that each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times that Purchase Price.
If the Company does not have sufficient shares of Preferred Stock to
satisfy such obligation to issue Preferred Stock, or if the Board of Directors
so elects, the Company shall deliver upon payment of the Purchase Price of a
Right an amount of cash or Common Shares or securities equivalent in value to
the shares of Preferred Stock issuable upon exercise of a Right; provided that,
if the Company fails to meet such obligation within 30 days following the later
of (x) the first occurrence of an event triggering the right to purchase Common
Shares and (y) the date on which the Company's right to redeem the Rights
expires, the Company must deliver, upon exercise of a Right but without
requiring payment of the Purchase Price then in effect, shares of Preferred
Stock (to the extent available) and cash equal in value to the difference
between the value of the shares of Preferred Stock otherwise issuable upon the
exercise of a Right and the Purchase Price then in effect. The Board of
Directors may extend the 30 day period described above for up to an additional
60 days to permit the taking of action that may be
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necessary to authorize sufficient additional shares of Preferred Stock to permit
the issuance of Preferred Stock upon the exercise in full of the Rights.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the Voting Power of
the outstanding Common Shares and prior to the acquisition by such person or
group of 50% or more of the Voting Power of the outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, at
an exchange ratio of one one-thousandth of a share of Preferred Stock or one
Common Share per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock) and in lieu thereof, an adjustment in cash will be
made, based on the market price of the Preferred Stock on the last trading day
prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the Voting Power of
the outstanding Common Shares, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
The Preferred Stock purchasable upon the exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will be entitled to a preferred dividend equal to the greater of
(a) $1.00 or (b) 1,000 times any dividend declared on the Common Shares. In the
event of liquidation, the holders of Preferred Stock will receive a preferred
liquidation payment equal to $1,000 per share of Preferred Stock, plus an amount
equal to accrued and unpaid dividends and distributions thereon. Each share of
Preferred Stock will have 10,000 votes, voting together with the Common Shares.
Notwithstanding the immediately preceding sentence, in the event that dividends
on the Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, holders of the Preferred Stock shall have the right, voting
as a class, to elect two of the Company's Directors. In the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
share of Preferred Stock will be entitled to receive 1,000 times the amount and
type of consideration received per Common Share. The rights of the Preferred
Stock as to dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions. Fractional
shares of Preferred Stock in integral multiples of one one-thousandth of a share
of Preferred Stock will be issuable. In lieu of fractional shares other than
fractions that are multiples of one one-thousandth of a share, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
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The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after such time as any person becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights (other than the
Acquiring Person and its Affiliates and Associates).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired. However, the Rights generally should not
interfere with any merger or other business combination approved by the Board of
Directors.
A copy of the Rights Agreement, dated as of October 28, 2004, between the
Company and the Rights Agent, specifying the terms of the Rights (which Rights
Agreement includes as exhibits, forms of each of (i) the Right Certificate, (ii)
the Certificate of Designation of Preferred Stock and (iii) the Summary of
Rights to Purchase Preferred Stock) is attached hereto as a Exhibit 4.1 and is
incorporated herein by reference.
The foregoing description of the Rights is qualified by reference to
Exhibit 4.1 hereto.
Item 2. Exhibits
4.1. Rights Agreement dated as of October 28, 2004, between the Company and
The Bank of New York, which includes as exhibits, forms of each of (i)
the Certificate of Designation of Preferred Stock, (ii) Right
Certificate and (iii) the Summary of Rights to Purchase Preferred
Stock.
99.1 Letter sent to the stockholders of the Company dated October 26, 2004.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities 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.
Date: October 28, 2004 By:/s/ David W. Carlson
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David W. Carlson
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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4.1 Rights Agreement dated as of October 28, 2004, between the Company and
The Bank of New York, which includes as exhibits, forms of each of (i)
the Certificate of Designation of Preferred Stock, (ii) Right
Certificate and (iii) the Summary of Rights to Purchase Preferred
Stock.
99.1 Letter sent to the stockholders of the Company dated October 26, 2004.