Prepared by R.R. Donnelley Financial -- Form S-8
 
As filed with the Securities and Exchange Commission on September 13 , 2002
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 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
 
Title of Securities
to be Registered
   
Proposed Maximum Amount to be Registered
     
Proposed
Maximum Offering Price Per Share
    
Aggregate Offering
Price
     
Amount of Registration Fee
Class A Common Stock ($0.01 par value)
   
5,500,000
(1)
   
$
64.215
(2)
  
$
353,182,500
(2)
   
$
32,492.79
 
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, 2002.
(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 September 11, 2002.

 
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 and Registrant’s Form S-8 Registration Statement No. 333-67430 filed on September 13, 2001 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 Warren C. Jenson 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 September 2002
 
ELECTRONIC ARTS INC.
By:
  
/s/    RUTH A. KENNEDY        
   
Ruth A. Kennedy
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        
Lawrence F. Probst III
   
Chairman, Board of Directors and Chief
Executive Officer
  
September 13, 2001
Principal Financial Officer:
         
/s/    WARREN C. JENSON        
Warren C. Jenson
   
Exec. Vice President, Chief Financial Officer
  
September 13, 2001
Principal Accounting Officer:
         
/s/    DAVID L. CARBONE        
David L. Carbone
   
Senior Vice President, Assistant Secretary
  
September 13, 2001
Directors:
         
/s/    M. RICHARD ASHER        
M. Richard Asher
   
Director
  
September 13, 2001
/s/    WILLIAM J. BYRON        
William J. Byron
   
Director
  
September 13, 2001
/s/    LEONARD S. COLEMAN        
Leonard S. Coleman
   
Director
  
September 13, 2001
/s/    GARY M. KUSIN        
Gary M. Kusin
   
Director
  
September 13, 2001
/s/    TIMOTHY J. MOTT        
Timothy J. Mott
   
Director
  
September 13, 2001
/ s/    LINDA J. SRERE        
Linda J. Srere
   
Director
  
September 13, 2001

 
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).