UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 28, 2004
(October 26, 2004)
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GAMESTOP CORP.
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(Exact name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-31228 75-2951347
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(Commission File Number) (IRS Employer Identification No.)
2250 William D. Tate Avenue, Grapevine, Texas 76051
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(Address of Principal Executive Offices) (Zip Code)
(817) 424-2000
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Registrant's Telephone Number, Including Area Code
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 25, 2004, the Board of Directors (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"). A copy of the Rights Agreement is attached hereto as
Exhibit 4.1 and is incorporated herein by reference. The description of the
Rights Agreement contained in this Item 1.01 does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement attached
hereto as Exhibit 4.1 and incorporated herein by reference.
Until the earlier to occur of (i) a public announcement that, without the
prior consent of the Board of Directors, 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
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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.
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
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shall deliver upon payment of the Purchase Price of a Right an amount of cash,
Common Shares or other 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 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 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 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
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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.
The terms of the Rights may be amended by the Board of Directors 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.
Item 3.03. Material Modification to Rights of Security Holders.
See the description set out under "Item 1.01 Entry into a Material
Definitive Agreement".
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective October 26, 2004, the Company filed a Certificate of Designation
of Series A Junior Participating Preferred Stock ("Certificate of Designation")
with the Secretary of State of the State of Delaware. The Board of Directors
authorized the filing of this certificate at a board meeting held on October 25,
2004. At such meeting, the Board of Directors reserved and designated 500,000
shares of the Company's preferred stock as Series A Junior Participating
Preferred Stock in connection with the Rights Agreement.
See the description set out under "Item 1.01 Entry into a Material
Definitive Agreement" for a more complete description of the rights and
preferences of the Preferred Stock. A copy of the Certificate of Designation is
attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The description of the Preferred Stock contained in this Item 5.03 does not
purport to be complete and is qualified in its entirety by reference to the
Certificate of Designation attached hereto as Exhibit 3.1 and incorporated
herein by reference.
Item 8.01. Other Events.
On October 25, 2004, the Company issued a press release announcing the
declaration of the Rights dividend. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
3.1 Certificate of Designation of Series A Junior Participating
Preferred Stock.
4.1 Rights Agreement, dated as of October 28, 2004, between the
Company and The Bank of New York, as rights agent.
99.1 Press Release, dated October 25, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto 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
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EXHIBIT INDEX
Exhibit Description
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3.1 Certificate of Designation of Series A Junior Participating
Preferred Stock.
4.1 Rights Agreement, dated as of October 28, 2004, between the
Company and The Bank of New York, as rights agent.
99.1 Press Release, dated October 25, 2004.
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