UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported) April 13, 2006 (April 10, 2006)
GAMESTOP CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-32637
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20-2733559 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 625 Westport Parkway, Grapevine, Texas
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76051 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(817) 424-2000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On April 10, 2006, GameStop Corp. (the “Company”) entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Citigroup Global Markets Inc. (the “Underwriter”) and Leonard Riggio
and EB Nevada Inc. (collectively, the “Selling Stockholders”), relating to the sale by the Selling
Stockholders of an aggregate of 6,500,000 shares of the Company’s Class A common stock, par value
$.001 per share (the “Class A common stock”), at an offering price to the public of $47.00 per
share. EB Nevada Inc. is a corporation indirectly owned by James J. and Agnes C. Kim and related
trusts, and is selling 5,000,000 shares of the Company’s Class A common stock. Leonard Riggio is
selling 1,500,000 shares of the Company’s Class A common stock. Mr. Kim and Mr. Riggio are
directors of the Company. After the transaction, EB Nevada Inc. continues to own 8.6% of the
Company’s Class A common stock and Mr. Riggio continues to be a beneficial owner of approximately
6.3% of the Company’s Class A common stock and 17.2% of the Company’s Class B common stock. The
Company is not selling any shares in this offering and will receive no proceeds from these sales.
The Underwriting Agreement contains customary representations, warranties and agreements by the
Company and the Selling Stockholders, and customary conditions to closing, indemnification rights,
obligations of the parties and termination provisions. The Company, the Selling Stockholders and
the Company’s executive officers and directors have agreed with the Underwriter not to sell,
dispose of or hedge any shares of the Company’s Class A common stock or securities convertible into
Class A common stock, subject to specified exceptions, for 45 days after the date of the
Underwriting Agreement.
The Underwriting Agreement (which includes the form of lock-up agreement as Exhibit A) is filed as
Exhibit 1.1 to this Report, and the description of the material terms of the Underwriting Agreement
is qualified in its entirety by reference to such exhibit, and the Underwriting Agreement is
incorporated herein by reference. The Underwriting Agreement is filed with reference to and is
hereby incorporated by reference into the automatically effective Registration Statement on Form
S-3ASR (File No. 333-133171) of the Company filed with the Securities and Exchange Commission on
April 10, 2006.
The Underwriter and certain of its affiliates have in the past provided, and may in the future
provide, investment banking and other financial and banking services to the Company for which it
has in the past received, and may in the future receive, customary fees.
Item 9.01 Financial Statements and Exhibits.
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1.1 |
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Underwriting Agreement, dated April 10, 2006, among GameStop
Corp., the selling stockholders named therein and Citigroup Global Markets Inc. |
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