As filed with the Securities and Exchange Commission on August 10, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ELECTRONIC ARTS INC.
(Exact name of registrant as specified in its charter)
Delaware | 94-2838567 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
209 Redwood Shores Parkway
Redwood City, CA 94065
(Address registrants principal executive offices, including zip code,)
2000 Equity Incentive Plan, as amended
2000 Employee Stock Purchase Plan, as amended
(Full title of the Plan)
Stephen G. Bené
Kyuli Oh
209 Redwood Shores Parkway
Redwood City, CA 94065
(Name and address of agent for service)
(650) 628-1500
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee | ||||
Common Stock, par value $0.01 per share |
23,800,000 | $20.51 | $488,138,000 | $27,238.10 | ||||
(1) | Represents 20,800,000 shares available for issuance under the 2000 Equity Incentive Plan and 3,000,000 shares available for issuance under the 2000 Employee Stock Purchase Plan, each as amended on July 29, 2009. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of the Registrants common stock in respect of securities to be identified in the above table as a result of any stock split, stock dividend, recapitalization or other similar transaction. |
(2) | Estimated solely for the purposes of determining the amount of the Registration Fee pursuant to Rule 457(c) and (h) under the Securities Act based upon the average of the high and low prices of the Registrants common stock on August 6, 2009 as reported on The NASDAQ Global Select Market. |
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 is filed by Electronic Arts Inc., a Delaware corporation (the Registrant), relating to 20,800,000 shares of its common stock, par value $0.01 per share (the Common Stock), issuable to eligible employees and directors of the Registrant under the 2000 Equity Incentive Plan, as amended and 3,000,000 shares of Common Stock, issuable to eligible employees of the Registrant under the 2000 Employee Stock Purchase Plan, as amended.
Pursuant to General Instruction E, the contents of Registrants Form S-8 Registration Statement, No. 333-39432, filed on June 16, 2000; Registrants Form S-8 Registration Statement, No. 333-44222, filed on August 21, 2000; Registrants Form S-8 Registration Statement, No. 333-67430, filed on August 13, 2001; Registrants Form S-8 Registration Statement, No. 333-99525, filed on September 13, 2002; Registrants Form S-8 Registration Statement, No. 333-107710, filed on August 6, 2003; Registrants Form S-8 Registration Statement, No. 333-117990, filed on August 6, 2004; Registrants Form S-8 Registration Statement, No. 333-127156, filed on August 3, 2005; Registrants Form S-8 Registration Statement, No. 333-138532, filed on November 8, 2006; Registrants Form S-8 Registration Statement, No. 333-145182, filed on August 7, 2007; and Registrants Form S-8 Registration Statement, No. 333-152757, filed on August 4, 2008 are hereby incorporated by reference and made part of this Registration Statement, except as amended hereby.
ITEM 3. | Incorporation of Documents by Reference |
The following documents, which have previously been filed by the Registrant with the Securities and Exchange Commission (the Commission) are incorporated by reference herein and shall be deemed to be a part hereof:
(1) | The Registrants latest Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act); |
(2) | All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrants latest annual report or prospectus referred to in (1) above; and |
(3) | The description of the Common Stock set forth under the caption Description of Capital Stock in the Registrants automatic shelf registration statement on Form S-3ASR, filed with the Commission on November 17, 2008, File No. 333-155409, together with any amendment or report filed with the Commission for the purpose of updating such disclosure. |
In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.
ITEM 5. | EXPERTS |
The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Registrant by Stephen G. Bené, Senior Vice President, General Counsel and Secretary of the Registrant.
ITEM 8. | EXHIBITS |
Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:
5.1 | Opinion of Stephen G. Bené, Senior Vice President, General Counsel and Secretary |
10.1* | Registrants 2000 Equity Incentive Plan, as amended, and related documents (incorporated by reference to Exhibit 10.1 of the Registrants Current report on Form 8-K as filed on July 30, 2009 File No. 000-17948) |
10.2* | Registrants 2000 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.2 of the Registrants Current report on Form 8-K as filed on July 30, 2009 File No. 000-17948) |
15.1 | Letter re: Unaudited Interim Financial Information |
23.1 | Consent of Stephen G. Bené, Senior Vice President, General Counsel and Secretary (included in Exhibit 5.1) |
23.2 | Consent of KPMG, Independent Registered Public Accounting Firm |
24.1 | Power of Attorney (contained on signature page hereto) |
* | Incorporated by reference |
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 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Redwood City, State of California, on this 10th day of August, 2009.
ELECTRONIC ARTS INC. | ||
By: | /s/ Stephen G. Bené | |
Stephen G. Bené | ||
Senior Vice President, General Counsel | ||
and Secretary |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Eric F. Brown and Stephen G. Bené and each of them, his or her true and lawful attorneys-in-fact and agents 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 post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and all 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 it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their 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 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name |
Title |
Date | ||
Chief Executive Officer: | ||||
/s/ John S. Riccitiello John S. Riccitiello |
Chief Executive Officer | August 10, 2009 | ||
Principal Financial Officer: | ||||
/s/ Eric F. Brown Eric F. Brown |
Executive Vice President, Chief Financial Officer |
August 10, 2009 | ||
Principal Accounting Officer: | ||||
/s/ Kenneth A. Barker Kenneth A. Barker |
Senior Vice President, Chief Accounting Officer |
August 10, 2009 | ||
Directors: | ||||
/s/ Leonard S. Coleman Leonard S. Coleman |
Director | August 10, 2009 | ||
/s/ Jeffrey T. Huber Jeffrey T. Huber |
Director | August 10, 2009 | ||
/s/ Gary M. Kusin Gary M. Kusin |
Director | August 10, 2009 | ||
/s/ Geraldine B. Laybourne Geraldine B. Laybourne |
Director | August 10, 2009 |
/s/ Gregory B. Maffei Gregory B. Maffei |
Director | August 10, 2009 | ||
/s/ Vivek Paul Vivek Paul |
Director | August 10, 2009 | ||
/s/ Lawrence F. Probst III Lawrence F. Probst III |
Chairman of the Board | August 10, 2009 | ||
/s/ John S. Riccitiello John S. Riccitiello |
Director | August 10, 2009 | ||
/s/ Richard A. Simonson Richard A. Simonson |
Director | August 10, 2009 | ||
/s/ Linda J. Srere Linda J. Srere |
Director | August 10, 2009 |
INDEX TO EXHIBITS
Exhibit |
Description | |
5.1 | Opinion of Stephen G. Bené, Senior Vice President, General Counsel and Secretary | |
10.1* | Registrants 2000 Equity Incentive Plan, as amended, and related documents (incorporated by reference to Exhibit 10.1 of the Registrants Current report on Form 8-K as filed on July 30, 2009 File No. 000-17948) | |
10.2* | Registrants 2000 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.2 of the Registrants Current report on Form 8-K as filed on July 30, 2009 File No. 000-17948) | |
15.1 | Letter re: Unaudited Interim Financial Information | |
23.1 | Consent of Stephen G. Bené, Senior Vice President, General Counsel and Secretary (included in Exhibit 5.1) | |
23.2 | Consent of KPMG, Independent Registered Public Accounting Firm | |
24.1 | Power of Attorney (contained on signature page hereto) |
* | Incorporated by reference |