As filed with the Securities and Exchange Commission
on February 15, 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)
International Employee Stock Purchase Plan
(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
------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------
Class A Common Stock 100,000/(1)/ $54.075/(2)/ $5,407,500/(2)/ $498.00
($0.01 par value)
------------------------------------------------------------------------------------------------------------
This Registration Statement includes exhibits. The Index to Exhibits appears on
sequentially numbered page 4.
(1) Shares available for issuance under the International Employee Stock
Purchase Plan as of November 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 February 12,
2002.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E, the contents of Registrant's Form S-8
Registration Statement No. 33-41955 filed on July 30, 1991, as amended by
Registrant's Form S-8 Registration Statement No. 33-41955 filed November 6,
1991, Registrant's Form S-8 Registration Statement No. 33-53302 filed October
15, 1992, Registrant's Form S-8 Registration Statement No. 33-55212 filed
December 1, 1992, Registrant's Form S-8 Registration Statement No. 33-66836
filed August 2, 1993, Registrant's Form S-8 Registration Statement No. 33-82166
filed July 29, 1994, Registrant's Form S-8 Registration Statement No. 33-61783
filed August 11, 1995, Registrant's Form S-8 Registration Statement No.
333-09683 filed August 7, 1996, Registrant's Form S-8 Registration Statement No.
333-09893 filed August 9, 1996, and Registrant's Form S-8 Registration Statement
No. 333-32239 filed July 28, 1997, Registrant's Form S-8 Registration Statement
No. 333-32771 filed August 4, 1997, Registrant's Form S-8 Registration Statement
No. 333-46937 filed February 26, 1998, Registrant's Form S-8 Registration
Statements Nos. 333-60513 and 333-60517 both filed August 3, 1998, Registrant's
Form S-8 Registration Statement No. 333-84215 filed July 30, 1999, and
Registrant's Form S-8 Registration Statement No. 333-39430 filed 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 International Employee Stock Purchase Plan and related
documents, as amended.
5.01 Opinion of General Counsel of Registrant regarding legality of the
securities being issued.
23.01 Consent of General Counsel of Registrant (included in Exhibit 5.01).
23.02 Consent of KPMG LLP.
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.
2
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 15th day
of February 2002.
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
------------------------------------
Lawrence F. Probst III Chairman and February 15, 2002
Chief Executive Officer
Principal Financial Officer:
/s/ E. Stanton McKee, Jr.
-------------------------------------
E. Stanton McKee, Jr. Exec. Vice President, February 15, 2002
Chief Financial and
Administrative Officer
Principal Accounting Officer:
/s/ David L. Carbone
------------------------------------
David L. Carbone Vice President, Finance February 15, 2002
and Assistant Secretary
Directors:
/s/ M. Richard Asher Director February 15, 2002
------------------------------------
M. Richard Asher
/s/ William J. Byron Director February 15, 2002
------------------------------------
William J. Byron
/s/ Daniel H. Case III Director February 15, 2002
------------------------------------
Daniel H. Case III
/s/ Gary M. Kusin Director February 15, 2002
---------------------------
Gary M. Kusin
/s/ Timothy Mott Director February 15, 2002
------------------------------------
Timothy Mott
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INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
4.01 Registrant's International Employee Stock Purchase Plan and related
documents, as amended.
5.01 Opinion of General Counsel of Registrant regarding legality of the
securities being issued.
23.01 Consent of General Counsel of Registrant (included in Exhibit 5.01).
23.02 Consent of KPMG LLP.
24.01 Power of Attorney (see page 2).
4