As filed with the Securities and Exchange Commission On August 7, 2007
Registration No.
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 Employee Stock Purchase Plan, as amended
(Full title of the Plan)
Stephen G. Bené
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
| Title of Securities to be Registered |
Proposed Maximum Amount to be |
Proposed Maximum Offering Price Per |
Aggregate Offering Price |
Amount of Registration Fee |
|||||||||
| Common Stock ($0.01 par value) |
10,500,000 | $ | 48.545 | $ | 509,722,500 | (1) | $ | 15,649 | (2) | ||||
| (1) |
Represents 9,000,000 shares available for issuance under the 2000 Equity Incentive Plan and 1,500,000 shares available for issuance under the 2000 Employee Stock Purchase Plan, each as amended on July 26, 2007. |
| (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 Common Stock on August 1, 2007. |
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; Registrant’s Form S-8 Registration Statement, No. 333-44222, filed on August 21, 2000; Registrant’s Form S-8 Registration Statement, No. 333-67430, filed on August 13, 2001; Registrant’s Form S-8 Registration Statement, No. 333-99525, filed on September 13, 2002; Registrant’s Form S-8 Registration Statement, No. 333-107710, filed on August 6, 2003; Registrant’s Form S-8 Registration Statement, No. 333-117990, filed on August 6, 2004; Registrant’s Form S-8 Registration Statement, No. 333-127156, filed on August 3, 2005; and Registrant’s Form S-8 Registration Statement, No. 333-138532, filed on November 8, 2006, are hereby incorporated by reference.
| 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 |
| 4.01 | Registrant’s 2000 Equity Incentive Plan, as amended, and related documents* | |
| 4.02 | Registrant’s 2000 Employee Stock Purchase Plan, as amended, and related documents* | |
| 5.01 | Opinion of General Counsel regarding legality of the securities being issued | |
| 15.01 | Letter re: Unaudited Interim Financial Information | |
| 23.01 | Consent of General Counsel (included in Exhibit 5.01) | |
| 23.02 | Consent of Independent Registered Public Accounting Firm | |
| 24.01 | Power of Attorney (see page II-1) |
| * | Incorporated by reference to exhibits filed with Registrant’s Form 10-Q for the quarter ended June 30, 2007, as filed with the SEC on or about August 6, 2007. |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose signature appears below constitutes and appoints Warren C. Jenson and Kenneth A. Barker 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.
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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 7th day of August, 2007.
| ELECTRONIC ARTS INC. | ||
| By: | /s/ Stephen G. Bené | |
| Stephen G. Bené | ||
| Senior 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/ John S. Riccitiello John S. Riccitiello |
Chief Executive Officer | August 7, 2007 | ||||||
| Principal Financial Officer: | ||||||||
| /s/ Warren C. Jenson Warren C. Jenson |
Executive Vice President, Chief Financial and Administrative Officer | August 7, 2007 | ||||||
| Principal Accounting Officer: | ||||||||
| /s/ Kenneth A. Barker Kenneth A. Barker |
Senior Vice President, Chief Accounting Officer | August 7, 2007 | ||||||
| Directors: | ||||||||
| /s/ Leonard S. Coleman Leonard S. Coleman |
Director | August 7, 2007 | ||||||
| /s/ Gary M. Kusin Gary M. Kusin |
Director | August 7, 2007 | ||||||
| /s/ Gregory B. Maffei Gregory B. Maffei |
Director | August 7, 2007 | ||||||
| /s/ Timothy J. Mott Timothy J. Mott |
Director | August 7, 2007 | ||||||
| /s/ Vivek Paul Vivek Paul |
Director | August 7, 2007 | ||||||
| /s/ Lawrence F. Probst III Lawrence F. Probst III |
Chairman of the Board | August 7, 2007 | ||||||
| /s/ John S. Riccitiello John S. Riccitiello |
Director | August 7, 2007 | ||||||
| /s/ Richard A. Simonson Richard A. Simonson |
Director | August 7, 2007 | ||||||
| /s/ Linda J. Srere Linda J. Srere |
Director | August 7, 2007 | ||||||
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INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 4.01 | Registrant’s 2000 Equity Incentive Plan, as amended, and related documents* | |
| 4.02 | Registrant’s 2000 Employee Stock Purchase Plan, as amended, and related documents* | |
| 5.01 | Opinion of General Counsel regarding legality of the securities being issued | |
| 15.01 | Letter re: Unaudited Interim Financial Information | |
| 23.01 | Consent of General Counsel (included in Exhibit 5.01) | |
| 23.02 | Consent of Independent Registered Public Accounting Firm | |
| 24.01 | Power of Attorney (see page II-1) |
| * | Incorporated by reference to exhibits filed with Registrant’s Form 10-Q for the quarter ended June 30, 2007, as filed with the SEC on or about August 6, 2007. |
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