As filed with the Securities and Exchange Commission
on August 13, 2001
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ELECTRONIC ARTS INC.
Delaware 94-2838567
(State of Incorporation) (IRS employer identification no.)
209 Redwood Shores Parkway
Redwood City, CA 94065
(Address of principal executive offices)
2000 Class A Equity Incentive Plan as amended
(Full title of the Plan)
RUTH A. KENNEDY
Senior Vice President, General Counsel and Secretary
209 Redwood Shores Parkway
Redwood City, CA 94065
(650) 628-1500
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
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Class A Common Stock 6,000,000 (1) $58.75 (2) $352,500,000 (2) $88,125
($0.01 par value)
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The Index to Exhibits appears on sequentially numbered page 5.
(1) Shares available for issuance under the 2000 Class A Equity Incentive
Plan as amended as of August 1, 2001.
(2) Calculated solely for the purposes of determining the amount of the
Registration Fee pursuant to Rule 457(c) on the basis of the average of the high
and low trading prices of Registrant's Class A Common Stock on August 6, 2001.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E, the contents of Registrant's Form S-8
Registration Statement No. 333-39432 filed on June 16, 2000 are hereby
incorporated by reference.
ITEM 5. EXPERTS.
The validity of the issuance of the shares of Class A Common Stock offered
hereby will be passed upon for the Registrant by Ruth A. Kennedy, Senior Vice
President, General Counsel and Secretary of the Registrant.
ITEM 8. EXHIBITS.
4.01 Registrant's 2000 Class A Equity Incentive Plan as amended, (the
"Plan") and related documents.
5.01 Opinion of General Counsel regarding legality of the securities being
issued.
23.01 Consent of General Counsel (included in Exhibit 5.01).
23.02 Consent of Independent Auditors.
24.01 Power of Attorney (see page 2).
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose
signature appears below constitutes and appoints E. Stanton McKee and David L.
Carbone and each of them, his or its true and lawful attorneys-in-fact and
agents with full power of substitution, for him or it and in his or its name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement of Form
S-8, 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.
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 13th day
of August 2001.
ELECTRONIC ARTS INC.
By: /s/ Ruth A. Kennedy
-----------------------------------
Ruth A. Kennedy, Esq.
Sr. Vice President, General Counsel
and Secretary
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/ Lawrence F. Probst III Chairman, Board of August 13, 2001
----------------------------- Directors and
Lawrence F. Probst III Chief Executive Officer
Principal Financial Officer:
/s/ E. Stanton McKee Exec. Vice President, August 13, 2001
----------------------------- Chief Financial and
E. Stanton McKee, Jr. Administrative Officer
Principal Accounting Officer:
/s/ David L. Carbone Senior Vice President, August 13, 2001
----------------------------- Assistant Secretary
David L. Carbone
Directors:
/s/ M. Richard Asher Director August 13, 2001
-----------------------------
M. Richard Asher
/s/ William J. Byron Director August 13, 2001
-----------------------------
William J. Byron
/s/ Daniel H. Case III Director August 13, 2001
-----------------------------
Daniel H. Case III
/s/ Leonard S. Coleman Director August 13, 2001
-----------------------------
Leonard S. Coleman
/s/ Gary M. Kusin Director August 13, 2001
-----------------------------
Gary M. Kusin
/s/ Timothy J. Mott Director August 13, 2001
-----------------------------
Timothy J. Mott
/ s/ Linda J. Srere Director August 13, 2001
-----------------------------
Linda J. Srere
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
4.01 Registrant's 2000 Class A Equity Incentive Plan as amended, (the
"Plan") and related documents.
5.01 Opinion of General Counsel regarding legality of the securities being
issued.
23.01 Consent of General Counsel (included in Exhibit 5.01).
23.02 Consent of Independent Auditors.
24.01 Power of Attorney (see page 2).