As filed with the Securities and Exchange Commission on April 15, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GameStop Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-2733559
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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625 Westport Parkway
Grapevine, Texas
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76051
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(Address of Principal Executive Offices)
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(Zip Code)
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Inducement Award Agreement (2019 Annual Award)
Inducement Award Agreement (Make Whole Award)
(Full title of the plans)
Daniel J.
Kaufman
Executive Vice President, Chief Legal and Administrative Officer,
and Corporate Secretary
625 Westport Parkway
Grapevine, Texas 76051
(Name and address of agent for service)
(814)
424-2000
(Telephone number, including area code, of agent for service)
with a copy to:
Michael H. Friedman, Esq.
Pepper Hamilton LLP
3000
Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
(215)
981-4563
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act). ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount to be
Registered
1
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A Common Stock, $.001 par value per
share
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1,761,745 shares
1,2
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$9.08
3
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$15,996,644
3
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$1,938.80
3
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Total
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1,761,745
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$15,996,644
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$1,938.80
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(1)
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Pursuant to Rule 416(a) under the Securities Act, this Registration Statement also covers such additional
shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.
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(2)
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Represents 1,761,745 shares issuable to Mr. George Sherman, including 587,248 shares potentially issuable
in the future in the event of above-target performance, pursuant to the Inducement Award Agreements (as defined below) awarded as a material inducement to employment as GameStop Corp.s Chief Executive Officer.
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(3)
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Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act. The price of $9.08 per
share represents the average of the high and low price per share of Class A Common Stock of GameStop Corp., as reported on the New York Stock Exchange on April 15, 2019.
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Explanatory Note
On
April 15, 2019, GameStop Corp., a Delaware corporation (the Registrant), granted to Mr. Sherman 671,141 shares of restricted stock under the Make Whole Inducement Award Agreement and 503,356 shares of restricted stock under the
2019 Annual Award Inducement Award (together with the Make Whole Inducement Award Agreement, the Inducement Award Agreements). Each award consists of 50% time-vested restricted stock and 50% performance-based restricted stock. The
587,248 shares of performance-based restricted stock granted to Mr. Sherman represent the number of shares that would be earned at target levels of performance (the Target Shares). The actual number of shares of performance-based
restricted stock that may be earned under these awards will vary between 0 to 200% of the Target Shares, with any above-target shares being issued at the time performance is actually determined. The Inducement Award Agreements were granted outside
of the terms of the Registrants stockholder-approved equity plan as an employment inducement grant under New York Stock Exchange Listing Rule 303A.08.