UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 12, 2005
----------------------------
(September 8, 2005)
----------------------------
GAMESTOP CORP.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-31228 75-2951347
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
625 Westport Parkway, Grapevine, Texas 76051
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(817) 424-2000
--------------------------------------------------------------------------------
Registrant's Telephone Number, Including Area Code
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 8, 2005, the Board of Directors of GameStop Corp. ("GameStop")
granted to each of GameStop's non-employee directors pursuant to the Amended and
Restated 2001 Incentive Plan (the "Plan") 10,000 shares of restricted GameStop
Class A common stock, par value $.001 per share (the "Restricted Stock"), and
options to purchase 24,000 shares of GameStop Class A common stock, par value
$.001 per share ("Options"), at an exercise price of $35.88 per share, with each
grant of Options vesting in equal annual installments over three years and each
grant of Restricted Stock vesting in equal annual installments over two years.
The form of restricted share agreement pursuant to which the Restricted Stock
was granted under the Plan to the non-employee directors is being filed hereto
as Exhibit 10.1. The form of option agreement pursuant to which the Options were
granted under the Plan to the non-employee directors is being filed hereto as
Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Form of Restricted Share Agreement.
10.2 Form of Option Agreement (incorporated by reference from
GameStop's Annual Report on Form 10-K for the fiscal year ended
January 29, 2005 filed with the Securities and Exchange
Commission on April 11, 2005).
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GAMESTOP CORP.
Date: September 12, 2005 By: /s/ David W. Carlson
-----------------------------------
Name: David W. Carlson
Title: Executive Vice President and
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit Description
------ -----------
10.1 Form of Restricted Share Agreement.
10.2 Form of Option Agreement (incorporated by reference from GameStop's
Annual Report on Form 10-K for the fiscal year ended January 29,
2005 filed with the Securities and Exchange Commission on April 11,
2005).
4