As filed with the Securities and Exchange Commission on October 7, 2005
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
GSC HOLDINGS CORP.
(Exact name of Registrant as specified in its charter)
Delaware 5734
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
20-2733559
(I.R.S. Employer
Identification No.)
c/o GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051
(817) 424-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
R. Richard Fontaine
c/o GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051
(817) 424-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies to:
Michael N. Rosen Jeffrey W. Griffiths
Jay M. Dorman Electronics Boutique
Bryan Cave LLP Holdings Corp.
1290 Avenue of the Americas 931 South Matlack Street
New York, New York 10104 West Chester, Pennsylvania 19382
(212) 541-2000 (610) 430-8100
Leonard M. Klehr
William W. Matthews, III
Klehr, Harrison, Harvey, Branzburg &
Ellers LLP
260 South Broad Street
Philadelphia, Pennsylvania 19102
(215) 568-6060
Approximate date of commencement of proposed sale of the securities to the
public:
As soon as practicable after this Registration Statement becomes effective and
all other conditions to the proposed mergers described herein have been
satisfied or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |X| Registration No. 333-125161
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
Calculation of Registration Fee
==================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to Offering Price Aggregate Registration
Securities to be Registered be Registered(1) Per Share(2) Offering Price(2) Fee(3)(4)
==================================================================================================================
Class A common stock, par value
$0.001 per share(5) 284,283 N/A $9,190,148 $1,100
==================================================================================================================
(1) The number of additional shares of Class A common stock, par value $0.001
per share, of the registrant ("Holdco Class A common stock") being
registered is based upon the sum of (i) the product obtained by multiplying
(x) 41,300 shares of Class A common stock, par value $0.001 per share, of
GameStop Corp. ("GameStop Class A common stock") estimated to be
outstanding immediately prior to the GameStop merger by (y) the exchange
ratio of 1.0, plus (ii) the product obtained by multiplying (a) 308,374
shares of common stock, par value $0.01 per share, of Electronics Boutique
Holdings Corp. ("EB common stock") estimated to be outstanding immediately
prior to the EB merger, by (b) the exchange ratio of 0.78795. The
Registrant previously registered 54,382,484 shares of Holdco Class A common
stock and 29,901,662 shares of Class B common stock, par value $.001 per
share, of Holdco ("Holdco Class B common stock") on its Registration
Statement on Form S-4 (File No. 333-125161).
(2) Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act and solely
for the purpose of calculating the registration fee, the proposed maximum
aggregate offering price is the sum of (i) the product obtained by
multiplying (x) $32.42 (the average of the high and low prices of GameStop
Class A common stock on October 5, 2005), by (y) 41,300 shares of GameStop
Class A common stock (estimated number of shares of GameStop Class A common
stock to be cancelled in the GameStop merger), plus (ii) the product
obtained by multiplying (a) $63.61 (the average of the high and low prices
of EB common stock on October 5, 2005), by (b) 308,374 shares of EB common
stock (estimated number of shares of EB common stock to be cancelled in the
EB merger), minus (iii) $11,764,468 (the estimated amount of cash to be
paid by the registrant to EB's stockholders in the EB merger). Additional
shares of Holdco Class A common stock are being registered hereby in order
to include a good faith estimate of shares of GameStop Class A common stock
or EB common stock or both that may be issued after the filing of this
Registration Statement and prior to the completion of the mergers.
(3) Calculated by multiplying the estimated aggregate offering price of
securities to be registered by .00011770.
(4) A registration fee of $243,556 was previously paid in connection with the
filing of the Registrant's Form S-4 for the registration of 54,382,484
shares of Holdco Class A common stock and 29,901,662 shares of Holdco Class
B common stock. An additional registration fee of $1,100 is being paid for
an additional 284,283 shares of Holdco Class A common stock.
(5) Each holder of GameStop Class A common stock is entitled to one vote for
each share of GameStop Class A common stock, and each holder of GameStop
Class B common stock is entitled to ten votes for each share of GameStop
Class B common stock, held on all matters properly submitted to the
GameStop stockholders.
EXPLANATORY NOTE
Pursuant to its Registration Statement on Form S-4 (File No. 333-125161),
declared effective as of September 2, 2005, GSC Holdings Corp. ("Holdco" or the
"Registrant") registered 54,382,484 shares of Class A common stock, par value
$.001 per share ("Holdco Class A common stock"), and 29,901,662 shares of Class
B common stock, par value $.001 per share, and paid a fee of $243,556. Holdco is
filing this Registration Statement on Form S-4 pursuant to General Instruction K
to Form S-4 and Rule 462(b) of the Securities Act of 1933, as amended, solely to
register 284,283 additional shares of Holdco Class A common stock for issuance
in connection with the consummation of the mergers as contemplated by the
Agreement and Plan of Merger, dated as of April 17, 2005, by and among Holdco,
GameStop, Inc., GameStop Corp., Eagle Subsidiary LLC, Cowboy Subsidiary LLC and
Electronics Boutique Holdings Corp. In connection with the registration of
additional shares, Holdco is paying an additional registration fee of $1,100.
STATEMENT OF INCORPORATION BY REFERENCE
The contents of the prior Registration Statement on Form S-4 (File No.
333-125161) are hereby incorporated by reference into this Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grapevine, State of Texas
on October 7, 2005.
GSC Holdings Corp.
By: /s/ R. Richard Fontaine
--------------------------------
R. Richard Fontaine
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Richard Fontaine, Daniel A. DeMatteo
and David W. Carlson, and each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective documents in connection therewith),
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or either of them, or their or his
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.
SIGNATURE CAPACITY DATE
/s/ R. Richard Fontaine Chairman and Chief Executive Officer and October 7, 2005
- ---------------------------- Director (Principal Executive Officer)
R. Richard Fontaine
/s/ Daniel A. DeMatteo Vice Chairman, Chief Operating Officer and October 7, 2005
- ---------------------------- Director
Daniel A. DeMatteo
/s/ David Carlson Executive Vice President and Chief October 7, 2005
- ---------------------------- Financial Officer (Principal Accounting
David Carlson and Financial Officer)
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Bryan Cave LLP regarding legality of securities being
registered.
8.1 Opinion of Bryan Cave LLP, counsel to GameStop Corp., as to material U.S.
federal tax matters (incorporated herein by reference to Exhibit 8.1 of GSC
Holdings Corp.'s Amendment No. 2 to its Registration Statement on Form S-4
filed September 2, 2005 (File No. 333-125161)).
8.2 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP, counsel to
Electronics Boutique Holdings Corp., as to material U.S. federal tax
matters (incorporated herein by reference to Exhibit 8.2 of GSC Holding
Corp.'s Amendment No. 2 to its Registration Statement on Form S-4 filed
September 2, 2005 (File No. 333-125161)).
23.1 Consent of BDO Seidman, LLP, independent registered public accounting firm
for GameStop Corp.
23.2 Consent of KPMG LLP, independent registered public accounting firm for
Electronics Boutique Holdings Corp.
23.3 Consent of Bryan Cave LLP (included as part of its opinion filed as Exhibit
5.1 to this Registration Statement).
23.4 Consent of Bryan Cave LLP (included as part of its opinion filed as Exhibit
8.1 to this Registration Statement).
23.5 Consent of Klehr, Harrison, Harvey, Branzburg & Ellers LLP (included as
part of its opinion filed as Exhibit 8.2 to this Registration Statement).
24.1 Power of Attorney (included on signature page to this Registration
Statement).
99.1 Consent of Citigroup Global Markets Inc. (incorporated herein by reference
to Exhibit 99.1 of GSC Holdings Corp.'s Registration Statement on Form S-4
filed May 23, 2005 (File No. 333-125161)).
99.2 Consent of Merrill Lynch & Co. (incorporated herein by reference to Exhibit
99.2 of GSC Holdings Corp.'s Registration Statement on Form S-4 filed May
23, 2005 (File No. 333-125161)).
99.3 Consent of Peter J. Solomon Company, L.P. . (incorporated herein by
reference to Exhibit 99.3 of GSC Holdings Corp.'s Registration Statement on
Form S-4 filed May 23, 2005 (File No. 333-125161)).
99.4 Consent of Leonard Riggio to be named as a director (incorporated herein by
reference to Exhibit 99.4 of GSC Holdings Corp.'s Registration Statement on
Form S-4 filed May 23, 2005 (File No. 333-125161)).
99.5 Consent of Michael N. Rosen to be named as a director (incorporated herein
by reference to Exhibit 99.5 of GSC Holdings Corp.'s Registration Statement
on Form S-4 filed May 23, 2005 (File No. 333-125161)).
99.6 Consent of Stephanie M. Shern to be named as a director (incorporated
herein by reference to Exhibit 99.6 of GSC Holdings Corp.'s Registration
Statement on Form S-4 filed May 23, 2005 (File No. 333-125161)).
99.7 Consent of Gerald R. Szczepanski to be named as a director (incorporated
herein by reference to Exhibit 99.7 of GSC Holdings Corp.'s Registration
Statement on Form S-4 filed May 23, 2005 (File No. 333-125161)).
99.8 Consent of Edward A. Volkwein to be named as a director (incorporated
herein by reference to Exhibit 99.8 of GSC Holdings Corp.'s Registration
Statement on Form S-4 filed May 23, 2005 (File No. 333-125161)).
99.9 Consent of James J. Kim to be named as a director (incorporated herein by
reference to Exhibit 99.9 of GSC Holdings Corp.'s Registration Statement on
Form S-4 filed May 23, 2005 (File No. 333-125161)).
99.10 Consent of Stanley Steinberg to be named as a director (incorporated
herein by reference to Exhibit 99.10 of GSC Holdings Corp.'s Amendment No.
1 to Registration Statement on Form S-4 filed July 8, 2005 (File No.
333-125161)).
Exhibit 5.1
[Letterhead of Bryan Cave LLP]
October 7, 2005
GSC Holdings Corp.
c/o GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to GSC Holdings Corp., a Delaware corporation (the
"Company") and wholly-owned subsidiary of GameStop, Inc., a Minnesota
corporation ("GameStop, Inc."), in connection with the Registration Statement on
Form S-4 (the "Registration Statement"), filed by the Company under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
proposed issuance by the Company of up to 54,666,767 shares of Class A common
stock, par value $0.001 per share (the "Class A Shares"), and up to 29,901,662
shares of Class B common stock, par value $0.001 per share (the "Class B Shares"
and, together with the Class A Shares, the "Shares"), pursuant to the Agreement
and Plan of Merger, dated as of April 17, 2005 (the "Merger Agreement"), by and
among GameStop Corp., a Delaware corporation ("GameStop"), GameStop, Inc., the
Company, Cowboy Subsidiary LLC, a Delaware limited liability company and
wholly-owned subsidiary of the Company ("GameStop Merger Sub"), Eagle Subsidiary
LLC, a Delaware limited liability company and wholly-owned subsidiary of the
Company ("EB Merger Sub" and, together with GameStop Merger Sub, the "Merger
Subs") and Electronics Boutique Holdings Corp., a Delaware corporation ("EB"),
whereby (i) GameStop Merger Sub shall be merged with and into GameStop (the
"GameStop Merger") and (ii) EB Merger Sub shall be merged with and into EB (the
"EB Merger" and, together with the GameStop Merger, the "Mergers"), with
GameStop and EB surviving the Mergers as wholly-owned subsidiaries of the
Company.
In connection herewith, we have examined (i) the Merger Agreement; (ii) the
Amended and Restated Certificate of Incorporation of the Company; (iii) the
Amended and Restated By-Laws of the Company; and (iv) the form of stock
certificate representing the Class A Shares and the form of stock certificate
representing the Class B Shares ((i), (ii), (iii) and (iv) collectively, the
"Transaction Documents").
We have also examined originals or copies, certified or otherwise identified to
our satisfaction, of such other corporate records, agreements and instruments of
the Company, certificates of public officials and officers of the Company, and
such other documents, records and instruments, and we have made such legal and
factual inquiries, as we have deemed necessary or appropriate as a basis for us
to render the opinions hereinafter expressed. In our examination of the
Transaction Documents and the foregoing, we have assumed the genuineness of all
signatures, the legal competence and capacity of natural persons, the
authenticity of documents submitted to us as originals and the conformity with
authentic original documents of all documents submitted to us as copies. When
relevant facts were not independently established, we have relied without
independent investigation as to matters of fact upon statements of governmental
officials and upon representations made in or pursuant to the Merger Agreement
and certificates and statements of appropriate representatives of the Company.
Based upon the foregoing and in reliance thereon, and subject to the
assumptions, comments, qualifications, limitations and exceptions set forth
herein, we are of the opinion that upon issuance of the Shares in accordance
with the Merger Agreement at the effective time of the Mergers, the Shares will
be validly issued, fully paid and non-assessable.
We do not express any opinion herein concerning any law other than the General
Corporation Law of the State of Delaware and the Federal laws of the United
States of America.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Joint Proxy Statement-Prospectus included in the Registration
Statement. In giving the foregoing consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Bryan Cave LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
GSC Holdings Corp
Grapevine, Texas
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 constituting a part of the Registration Statement on Form
S-4 No. 333-125161 of GSC Holdings Corp., of our reports dated March 30, 2005
(except for Note 16, which is dated August 24, 2005), relating to the
consolidated financial statements of GameStop Corp., management's assessment of
internal control over financial reporting as of January 29, 2005, and the
effectiveness of internal control over financial reporting as of January 29,
2005, which are contained in the Annual Report on Form 10-K/A. We also consent
to the incorporation by reference of our report dated March 30, 2005 (except for
Note 16, which is dated August 24, 2005) relating to the financial schedule
which appears in the Annual Report on Form 10-K/A.
We also consent to the reference to us under the caption "Experts" in the
Registration Statement on Form S-4 No. 333-125161.
/s/ BDO Seidman, LLP
--------------------------
BDO SEIDMAN, LLP
Dallas, TX
October 6, 2005
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated April 7, 2005, with respect to the
consolidated balance sheets of Electronics Boutique Holdings Corp. as of January
29, 2005 and January 31, 2004, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the years in the
three-year period ended January 29, 2005, and the related financial statement
schedule, management's assessment of the effectiveness of internal control over
financial reporting as of January 29, 2005, and the effectiveness of internal
control over financial reporting as of January 29, 2005, incorporated herein by
reference and to the reference to our firm under the heading "Experts" in the
Form S-4 registration statement.
Our report with respect to the consolidated financial statements refers to a
change in the method of accounting for consideration received from a vendor.
Philadelphia, Pennsylvania
October 6, 2005
