Edgar Filing: GSC Holdings Corp.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
__________________

POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4 UNDER
THE SECURITIES ACT OF 1933

__________________

GSC Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

20-2733559
(I.R.S. Employer Identification No.)

625 Westport Parkway
Grapevine, Texas 76051
(Address of Principal Executive Offices) (Zip Code)

Amended and Restated GameStop Corp. 2001 Incentive Plan
(Full Title of the Plan)
_________________________

R. Richard Fontaine
Chief Executive Officer
GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051
(Name and Address of Agent for Service)

(817) 424-2000
(Telephone Number, Including Area Code,
of Agent for Service)
_________________________

Copies to:
Jay M. Dorman, Esq.
Bryan Cave LLP
1290 Avenue of the Americas
New York, New York 10104

This post-effective Amendment covers 12,221,992 shares of the Registrant's Class
A common stock, par value $.001 per share ("Class A common stock"), originally
registered on its Registration Statement on Form S-4 (File No. 333-125161) and
also registered on its Registration Statement on Form S-4 (File No. 333-128876),
to which this is an amendment. The registration fees in respect of such shares
of Class A common stock were paid at the time of filing of the Registration
Statement. In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this Post-Effective Amendment also covers an indeterminate
amount of interest to be offered or sold pursuant to the plan named hereinabove.

EXPLANATORY NOTE

In connection with the mergers contemplated by the Agreement and Plan of
Merger, dated as of April 17, 2005, by and among GSC Holdings Corp., (the
"Company"), GameStop Inc., GameStop Corp. ("GameStop"), Cowboy Subsidiary LLC,
Eagle Subsidiary LLC and Electronics Boutique Holdings Corp., the options to
purchase shares of GameStop Class A common stock, par value $.001 per share
("GameStop Class A common stock"), under the Amended and Restated GameStop Corp.
2001 Incentive Plan were converted into options to purchase shares of Class A
common stock of the Company.

This Amendment, which is being filed as a post-effective amendment to the
Form S-8 Registration Statements previously filed by GameStop for the Amended
and Restated GameStop Corp. 2001 Incentive Plan (Registration Nos. 333-82652 and
333-126154) and filed as a second post-effective amendment to the Form S-4
Registration Statement previously filed by the Company (333-128876) is submitted
for the purpose of making the unused shares of GameStop Class A common stock
registered under the previous Forms S-8 filed by GameStop available for issuance
by the Company.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company, GameStop and Electronics Boutique Holdings
Corp., a Delaware corporation ("EB"), are incorporated herein by reference: (1)
GameStop's Annual Report on Form 10-K/A for the fiscal year ended January 29,
2005 as filed with the Commission on September 2, 2005; (2) EB's Annual Report
on Form 10-K/A for the fiscal year ended January 29, 2005 as filed with the
Commission on September 2, 2005; (3) all other reports filed by GameStop or EB
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since January 29, 2005; (4) the Company's
Registration Statement on Form S-4 filed with the Commission (Registration No.
333-125161); (5) the Company's Registration Statement on Form S-4 filed with the
Commission (Reg. No. 333-128876); and (6) the description of the Company's Class
A common stock contained in Item 1 of the Company's Registration Statement on
Form 8-A filed with the Commission on October 3, 2005.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date this Registration Statement is
filed with the Commission, and prior to the filing of a post-effective amendment
which indicates that all securities offered by this Registration Statement have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such prior statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement, except as indicated herein.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law and Article X of the
Company's Amended and Restated By-laws provide for the indemnification of the
Company's directors and officers in a variety of circumstances, which may
include liabilities under the Securities Act of 1933, as amended (the
"Securities Act").

Article X of the Company's Amended and Restated By-laws generally requires
the Company to indemnify its directors and officers against all liabilities
(including judgments, settlements, fines and penalties) and reasonable expenses
incurred in connection with the investigation, defense, settlement or appeal of
any type of action, whether instituted by a third party or a stockholder (either
directly or derivatively) and including specifically, but without limitation,
actions brought under the Securities Act and/or the Exchange Act.

In addition, the Company's Amended and Restated Certificate of
Incorporation contains a provision which eliminates the personal liability of a
director to the Company and its stockholders for certain breaches of his or her
fiduciary duty of care as a director. This provision does not, however,
eliminate or limit the personal liability of a director (i) for any breach of
such director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under the Delaware statutory provision making
directors personally liable, under a negligence standard, for unlawful dividends
or unlawful stock repurchases or redemptions, or (iv) for any transaction from
which the director derived an improper personal benefit. This provision offers
persons who serve on the Board of Directors of the Company protection against
awards of monetary damages resulting from breaches of their duty of care (except
as indicated above), including grossly negligent business decisions made in
connection with takeover proposals for the Company. As a result of this
provision, the ability of the Company or a stockholder thereof to successfully
prosecute an action against a director for a breach of his duty of care has been
limited. However, the provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
his duty of care. The Commission has taken the position that the provision will
have no effect on claims arising under the federal securities laws.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

10.1 Amended and Restated GameStop Corp. 2001 Incentive Plan, incorporated by
reference to Exhibit 10.5 of GameStop's Form 10-K for the fiscal year ended
January 29, 2005, filed with the Commission on April 11, 2005.

23.1 Consent of BDO Seidman, LLP, independent registered public accounting firm
for GameStop Corp.

23.2 Consent of KPMG LLP, independent registered public accounting firm for
Electronics Boutique Holdings Corp.

24.1 Power of Attorney (included on signature page of this Registration
Statement).

Item 9. Undertakings.

1. The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

2. The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 2 on Form S-8 and has
duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Grapevine, State of
Texas, on the 7th day of October, 2005.

GSC Holdings Corp.

By: /s/ R. Richard Fontaine
-----------------------------
R. Richard Fontaine
Chairman 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 and any one of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents 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, this
Post-Effective Amendment No. 2 has been signed by the following persons in the
capacities and on the dates indicated.

Name Capacity Date

/s/ R. Richard Fontaine Chairman of the Board, Chief Executive Officer and October 7, 2005
R. Richard Fontaine Director (Principal Executive Officer)

/s/ David W. Carlson Executive Vice President and Chief Financial Officer October 7, 2005
David W. Carlson (Principal Accounting and Financial Officer)

/s/ Daniel A. DeMatteo Vice Chairman and Chief Operating Officer and Director October 7, 2005
Daniel A. DeMatteo

EXHIBIT INDEX

Exhibit
No. Document

10.1 Amended and Restated GameStop Holdings Corp. (f/k/a GameStop Corp.) 2001
Incentive Plan, incorporated by reference to Exhibit 10.5 of GameStop's
Form 10-K for the fiscal year ended January 29, 2005, filed with the
Commission on April 11, 2005.

23.1 Consent of BDO Seidman, LLP, independent registered public accounting firm
for GameStop Holdings Corp.

23.2 Consent of KPMG LLP, independent registered public accounting firm for
Electronics Boutique Holdings Corp.

24.1 Power of Attorney (included on signature page of this Registration
Statement).