S-8

As filed with the Securities and Exchange Commission on August 10, 2009

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

ELECTRONIC ARTS INC.

(Exact name of registrant as specified in its charter)

Delaware	94-2838567
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

209 Redwood Shores Parkway

Redwood City, CA 94065

(Address registrant’s principal executive offices, including zip code,)

2000 Equity Incentive Plan, as amended

2000 Employee Stock Purchase Plan, as amended

(Full title of the Plan)

Stephen G. Bené

Kyuli Oh

209 Redwood Shores Parkway

Redwood City, CA 94065

(Name and address of agent for service)

(650) 628-1500

(Telephone number, including area code, of agent for service)

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. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, par value $0.01 per share	23,800,000	$20.51	$488,138,000	$27,238.10

(1) Represents 20,800,000 shares available for issuance under the 2000 Equity Incentive Plan and 3,000,000 shares available for issuance under the 2000 Employee Stock Purchase Plan, each as amended on July 29, 2009. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock in respect of securities to be identified in the above table as a result of any stock split, stock dividend, recapitalization or other similar transaction.

(2) Estimated solely for the purposes of determining the amount of the Registration Fee pursuant to Rule 457(c) and (h) under the Securities Act based upon the average of the high and low prices of the Registrant’s common stock on August 6, 2009 as reported on The NASDAQ Global Select Market.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is filed by Electronic Arts Inc., a Delaware corporation (the “Registrant”), relating to 20,800,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), issuable to eligible employees and directors of the Registrant under the 2000 Equity Incentive Plan, as amended and 3,000,000 shares of Common Stock, issuable to eligible employees of the Registrant under the 2000 Employee Stock Purchase Plan, as amended.

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; Registrant’s Form S-8 Registration Statement, No. 333-138532, filed on November 8, 2006; Registrant’s Form S-8 Registration Statement, No. 333-145182, filed on August 7, 2007; and Registrant’s Form S-8 Registration Statement, No. 333-152757, filed on August 4, 2008 are hereby incorporated by reference and made part of this Registration Statement, except as amended hereby.

ITEM 3. Incorporation of Documents by Reference

The following documents, which have previously been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein and shall be deemed to be a part hereof:

(1) The Registrant’s latest Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s latest annual report or prospectus referred to in (1) above; and

(3) The description of the Common Stock set forth under the caption “Description of Capital Stock” in the Registrant’s automatic shelf registration statement on Form S-3ASR, filed with the Commission on November 17, 2008, File No. 333-155409, together with any amendment or report filed with the Commission for the purpose of updating such disclosure.

In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.

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

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:

5.1 Opinion of Stephen G. Bené, Senior Vice President, General Counsel and Secretary

10.1* Registrant’s 2000 Equity Incentive Plan, as amended, and related documents (incorporated by reference to Exhibit 10.1 of the Registrant’s Current report on Form 8-K as filed on July 30, 2009 File No. 000-17948)

10.2* Registrant’s 2000 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.2 of the Registrant’s Current report on Form 8-K as filed on July 30, 2009 File No. 000-17948)

15.1 Letter re: Unaudited Interim Financial Information

23.1 Consent of Stephen G. Bené, Senior Vice President, General Counsel and Secretary (included in Exhibit 5.1)

23.2 Consent of KPMG, Independent Registered Public Accounting Firm

24.1 Power of Attorney (contained on signature page hereto)

* Incorporated by reference

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 10th day of August, 2009.

ELECTRONIC ARTS INC.
By:	/s/    Stephen G. Bené
	Stephen G. Bené
	Senior Vice President, General Counsel
	and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Eric F. Brown and Stephen G. Bené and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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.

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 10, 2009
Principal Financial Officer:
/s/    Eric F. Brown Eric F. Brown	Executive Vice President, Chief Financial Officer	August 10, 2009
Principal Accounting Officer:
/s/    Kenneth A. Barker Kenneth A. Barker	Senior Vice President, Chief Accounting Officer	August 10, 2009
Directors:
/s/    Leonard S. Coleman Leonard S. Coleman	Director	August 10, 2009
/s/    Jeffrey T. Huber Jeffrey T. Huber	Director	August 10, 2009
/s/    Gary M. Kusin Gary M. Kusin	Director	August 10, 2009
/s/    Geraldine B. Laybourne Geraldine B. Laybourne	Director	August 10, 2009

/s/    Gregory B. Maffei Gregory B. Maffei	Director	August 10, 2009
/s/    Vivek Paul Vivek Paul	Director	August 10, 2009
/s/    Lawrence F. Probst III Lawrence F. Probst III	Chairman of the Board	August 10, 2009
/s/    John S. Riccitiello John S. Riccitiello	Director	August 10, 2009
/s/    Richard A. Simonson Richard A. Simonson	Director	August 10, 2009
/s/    Linda J. Srere Linda J. Srere	Director	August 10, 2009

INDEX TO EXHIBITS

Exhibit Number	Description
5.1	Opinion of Stephen G. Bené, Senior Vice President, General Counsel and Secretary
10.1*	Registrant’s 2000 Equity Incentive Plan, as amended, and related documents (incorporated by reference to Exhibit 10.1 of the Registrant’s Current report on Form 8-K as filed on July 30, 2009 File No. 000-17948)
10.2*	Registrant’s 2000 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.2 of the Registrant’s Current report on Form 8-K as filed on July 30, 2009 File No. 000-17948)
15.1	Letter re: Unaudited Interim Financial Information
23.1	Consent of Stephen G. Bené, Senior Vice President, General Counsel and Secretary (included in Exhibit 5.1)
23.2	Consent of KPMG, Independent Registered Public Accounting Firm
24.1	Power of Attorney (contained on signature page hereto)

* Incorporated by reference

EX-5.1

Exhibit 5.1

(Includes Exhibit 23.1)

August 10, 2009

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 10, 2009 in connection with the registration under the Securities Act of 1933, as amended, of 20,800,000 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 3,000,000 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 23,800,000 shares of Common Stock that may be issued and sold by EA pursuant to the Plans, when issued and sold in accordance with the terms set forth in the Plans, as applicable, will be validly 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,

/s/    Stephen G. Bené

Stephen G. Bené

Senior Vice President,

General Counsel and Secretary

EX-15.1

Exhibit 15.1

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 incorporation by reference therein of our report dated August 10, 2009 related to our review of the unaudited condensed consolidated interim financial information of Electronic Arts Inc. and subsidiaries that is included in its Form 10-Q for the three-month period ended July 4, 2009.

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 10, 2009

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Electronic Arts Inc.:

We consent to the use of our reports dated May 21, 2009, with respect to the consolidated balance sheets of Electronic Arts Inc. and subsidiaries (the Company) as of March 28, 2009 and March 29, 2008, and the related consolidated statements of operations, stockholders’ equity, cash flows, and comprehensive income (loss) for each of the years in the three-year period ended March 28, 2009, the related financial statement schedule and the effectiveness of internal control over financial reporting as of March 28, 2009, incorporated herein by reference.

Our report on the consolidated financial statements dated May 21, 2009 contains an explanatory paragraph that states, as discussed in Notes 11 and 19 to the consolidated financial statements, the Company adopted FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, effective April 1, 2007 and the 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, effective April 2, 2006.

/s/    KPMG LLP

Mountain View, California

August 10, 2009