SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
GSC HOLDINGS CORP.
(to be renamed GameStop Corp.)
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 20-2733559
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
625 Westport Parkway
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: 333-125161
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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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Class A Common Stock, par value New York Stock Exchange
$.001 per share
Class B Common Stock, par value $.001 New York Stock Exchange
per share
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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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Class A Common Stock, par value $.001 per share, and
the Class B Common Stock, par value $.001 per share, to be registered hereby is
incorporated by reference to the description contained under the heading
"Description of Holdco Capital Stock - Common Stock" in the Joint Proxy
Statement-Prospectus included in the Registrant's Registration Statement on Form
S-4 (File No. 333-125161), as amended, filed with the Securities and Exchange
Commission (the "Registration Statement").
The description of the Preferred Stock Purchase Rights to be registered
hereby is incorporated by reference to the description contained under the
heading "Description of Holdco Capital Stock - Preferred Stock" in the Joint
Proxy Statement-Prospectus included in the Registrant's Registration Statement.
Item 2. Exhibits.
3.1 Amended and Restated Certificate of Incorporation (filed as Exhibit
3.1 to the Registrant's Amendment No. 1 to Form S-4 filed on July 8,
2005 (Registration No. 333-125161)).
3.2 Amendment to Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on
October 7, 2005).
3.3 Amended and Restated Bylaws (filed as Exhibit 3.2 to the Registrant's
Amendment No. 1 to Form S-4 filed on July 8, 2005 (Registration No.
333-125161)).
4.1 Form of specimen Stock Certificate for Registrant's Class A Common
Stock.
4.2 Form of specimen Stock Certificate for Registrant's Class B Common
Stock.
4.3. Rights Agreement dated as of June 27, 2005, between the Company and
The Bank of New York, which includes as an exhibit the Summary of
Rights to Purchase Preferred Stock (incorporated by reference to
Exhibit 4.2 to the Company's Amendment No. 1 to Registration Statement
on Form S-4 filed on July 8, 2005 (Registration No. 333-125161)).
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SIGNATURE
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.
GSC HOLDINGS CORP.
Dated: October 3, 2005 By: /s/ David W. Carlson
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Name: David W. Carlson
Title: Executive Vice President
and Chief Financial
Officer
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