<PAGE>
As filed with the Securities and Exchange Commission
on August 21, 2000
Registration No. 333-_______
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
(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)
<TABLE>
<CAPTION>
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
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 500,000/(1)/ $90.625/(2)/ $45,312,500/(2)/ $11,962.50
($0.01 par value)
----------------------------------------------------------------------------------------------------------------------------
The Index to Exhibits appears on sequentially numbered page 5.
</TABLE>
/(1)/ Shares available for issuance under the 2000 Employee Stock
Purchase Plan as of July 27, 2000.
/(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 August 17,
2000.
<PAGE>
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Electronic Arts Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Registrants Annual Report on Form 10-K for Registrant's fiscal
year ended March 31, 2000, which is Registrant's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended.
(c) The description of the Registrant's Class A Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed with the Commission
under Section 12 of the Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, prior to the filing of a
post-effective amendment hereto 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 part hereof
from the date of filing of such documents.
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 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The provisions of Section 145 of the Delaware general corporation Law
and Section 6 of the Registrant's Bylaws provide for indemnification for
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any person is or was a director, officer or employee of the
Registrant. This indemnification may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
arising under the Securities Act of 1933, as amended. In addition, Article 8 of
the Registrant's Amended and Restated Certificate of Incorporation provides that
the Registrant's directors shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transactions
for which the director derived an improper personal benefit. Article 8 of the
Registrant's Amended and Restated Certificate of Incorporation further provides
that if any amendment to the Delaware General Corporation Law further eliminates
or limits the liability of a director of a corporation incorporated in Delaware,
the liability of the Registrant's directors shall be eliminated to the fullest
extent then permissible under Delaware law. The Registrant has entered into
indemnity agreements with each of its current directors to give such directors
additional contractual assurances regarding the scope of indemnification and
liability limitation set forth in the Delaware General Corporation Law and the
Registrant's Certificate of Incorporation and Bylaws. The Registrant maintains
an insurance policy against claims regarding errors or omissions of any of
Registrant's directors or executive officers while acting within the scope of
their duties to the Registrant.
ITEM 8. EXHIBITS
4.01 Registrant's 2000 Employee Stock Purchase Plan, (the "Plan") and related
documents.
4.02 Registrant's Certificate of Incorporation (incorporated by reference to
Exhibit 3.01 of Registrant's Current Report on Form 8-K filed with the
Commission on October 16, 1991 (the "Form 8-K")).
4.03 Registrant's Certificate of Amendment to Certificate of Incorporation
(incorporated by reference to Exhibit 4.01 to Registrant's Registration
Statement on Form S-8 filed with the Commission on December 1, 1992
(File No. 33-55212).
4.04 Registrant's Amendment and Restatement of the Certificate of
Incorporation filed with the Secretary of State of Delaware on March 22,
2000 (incorporated by reference to Exhibit 4.04 to Registrant's
Registration Statement on Form S-8 filed with the Commission on June 16,
2000 (File No. 333-39432).
4.05 Registrant's Bylaws (incorporated by reference to Exhibit 3.02 of the
Form 8-K).
5.01 Opinion of General Counsel regarding legality of the securities being
issued.
23.01 Consent of General Counsel (included in Exhibit 5.01).
23.02 Consent of KPMG LLP, Independent Auditors.
24.01 Power of Attorney (see page 3).
<PAGE>
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information set forth in this
Registration Statement.
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of Item 6 of this Registration
Statement, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than by payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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.
<PAGE>
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 18th day
of August 2000.
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:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
Chief Executive Officer:
/s/ Lawrence F. Probst III
--------------------------------------------
Lawrence F. Probst III Chairman, Board of August 18, 2000
Directors and
Chief Executive Officer
Principal Financial Officer:
/s/ E. Stanton McKee
--------------------------------------------
E. Stanton McKee, Jr. Exec. Vice President, August 18, 2000
Chief Financial and
Administrative Officer
Principal Accounting Officer:
/s/ David L. Carbone
--------------------------------------------
David L. Carbone Vice President, August 18, 2000
Assistant Secretary
Directors:
/s/ M. Richard Asher Director August 18, 2000
--------------------------------------------
M. Richard Asher
/s/ William J. Byron Director August 18, 2000
--------------------------------------------
William J. Byron
/s/ Daniel H. Case III Director August 18, 2000
--------------------------------------------
Daniel H. Case III
/s/ Gary M. Kusin Director August 18, 2000
--------------------------------------------
Gary M. Kusin
/s/ Timothy J. Mott Director August 18, 2000
--------------------------------------------
Timothy J. Mott
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
4.01 Registrant's 2000 Employee Stock Purchase Plan, (the "Plan") and related
documents.
4.02 Registrant's Certificate of Incorporation (incorporated by reference to
Exhibit 3.01 of Registrant's Current Report on Form 8-K filed with the
Commission on October 16, 1991 (the "Form 8-K")).
4.03 Registrant's Certificate of Amendment to Certificate of Incorporation
(incorporated by reference to Exhibit 4.01 to Registrant's Registration
Statement on Form S-8 filed with the Commission on December 1, 1992
(File No. 33-55212).
4.04 Registrant's Amendment and Restatement of the Certificate of
Incorporation filed with the Secretary of State of Delaware on March 22,
2000 (incorporated by reference to Exhibit 4.04 to Registrant's
Registration Statement on Form S-8 filed with the Commission on June 16,
2000 (File No. 333-39432).
4.05 Registrant's Bylaws (incorporated by reference to Exhibit 3.02 of the
Form 8-K).
5.01 Opinion of General Counsel regarding legality of the securities being
issued.
23.01 Consent of General Counsel (included in Exhibit 5.01).
23.02 Consent of KPMG LLP, Independent Auditors.
24.01 Power of Attorney (see page 3).
