-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LLge7PSs3Ie2U53ROSnqpqsWkEL9Kmlnlou3aWSRie3pM6jNhhiIqPhgtMpvkiw6 4LxheIZwaCPp7BA4hbDL5A== 0001193125-07-173397.txt : 20070807 0001193125-07-173397.hdr.sgml : 20070807 20070807131535 ACCESSION NUMBER: 0001193125-07-173397 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070807 DATE AS OF CHANGE: 20070807 EFFECTIVENESS DATE: 20070807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC ARTS INC CENTRAL INDEX KEY: 0000712515 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942838567 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-145182 FILM NUMBER: 071030803 BUSINESS ADDRESS: STREET 1: 209 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-628-1500 MAIL ADDRESS: STREET 1: 209 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC ARTS DATE OF NAME CHANGE: 19911211 S-8 1 ds8.htm FORM S-8 Form S-8

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
Registered

  

Proposed

Maximum

Offering

Price Per
Share

  

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.

 

II-1


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

 

II-2


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.

 

II-3

EX-5.01 2 dex501.htm OPINION OF GENERAL COUNSEL Opinion of General Counsel

EXHIBIT 5.01

(Includes Exhibit 23.01)

August 7, 2007

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Electronic Arts Inc. (“EA”)

Registration Statement on Form S-8

Ladies/Gentlemen:

I am an attorney licensed to practice law in the state of California and I am Senior Vice President, General Counsel and Secretary of EA. I have examined EA’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by EA on or about August 7, 2007 in connection with the registration under the Securities Act of 1933, as amended, of 9,000,000 shares of Common Stock that may be sold by EA to eligible employees, and Directors of EA pursuant to EA’s 2000 Equity Incentive Plan, as amended and 1,500,000 shares of Common Stock that may be sold by EA to eligible employees of EA pursuant to EA’s 2000 Employee Stock Purchase Plan, as amended (the “Plans”).

As General Counsel for EA, I have examined the proceedings taken by EA in connection with the Plans and the shares being registered hereby.

It is my opinion that the 10,500,000 shares of Common Stock that may be issued and sold by EA pursuant to the Plans, when issued and sold in the manner referred to in the Prospectus associated with the Registration Statement and the Plans, as applicable, will be legally issued, fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to this opinion, if any, in the Registration Statement and amendments thereto.

Very truly yours,

ELECTRONIC ARTS INC.

 

/s/ Stephen G. Bené

 
Stephen G. Bené  
Senior Vice President,  
General Counsel and Secretary  
EX-15.01 3 dex1501.htm LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION Letter re: Unaudited Interim Financial Information

Exhibit 15.01

Awareness Letter of KPMG LLP, Independent Registered Public Accounting Firm

The Board of Directors

Electronic Arts Inc.:

With respect to this registration statement on Form S-8 of Electronic Arts Inc., we acknowledge our awareness of the use therein of our report dated August 6, 2007 relating to the unaudited condensed consolidated interim financial statements of Electronic Arts Inc. and subsidiaries that are included in its Form 10-Q for the three-month period ended June 30, 2007.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

Mountain View, California

August 6, 2007

EX-23.02 4 dex2302.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.02

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Electronic Arts Inc.:

We consent to the incorporation by reference in this registration statement on Form S-8 of Electronic Arts Inc. of our reports dated May 29, 2007, with respect to the consolidated balance sheets of Electronic Arts Inc. as of March 31, 2007 and April 1, 2006, and the related consolidated statements of operations, stockholders’ equity, cash flows, and comprehensive income for each of the years in the three-year period ended March 31, 2007, and the related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of March 31, 2007 and the effectiveness of internal control over financial reporting as of March 31, 2007, which reports appear in the March 31, 2007, annual report on Form 10-K of Electronic Arts Inc.

Our report dated May 29, 2007 contains an explanatory paragraph that states, as discussed in Notes 1 and 14 to the consolidated financial statements, effective April 1, 2006, Electronic Arts Inc. adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, and Securities and Exchange Commission Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements.

/s/ KPMG LLP

Mountain View, California

August 6, 2007

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