SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
10/08/2005
|
3. Issuer Name and Ticker or Trading Symbol
GameStop Corp.
[ GME ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
X |
Other (specify below) |
| See Exhibit 1 |
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Common stock, par value $.001 per share |
10 |
D
|
|
| Common stock, par value $.001 per share |
10 |
D
|
|
| Common stock, par value $.001 per share |
10 |
D
|
|
| Common stock, par value $.001 per share |
10 |
I |
See Exhibit 5 |
| Common stock, par value $.001 per share |
10 |
I |
See Exhibit 6 |
| Common stock, par value $.001 per share |
10 |
I |
See Exhibit 7 |
| Common stock, par value $.001 per share |
47 |
D
|
|
| Common stock, par value $.001 per share |
9,115,873 |
D
|
|
| Common stock, par value $.001 per share |
9,115,873 |
D
|
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
|
|
|
|
|
|
| Remarks: |
|
|
/s/ Memma Kilgannon, Attorney in Fact for Susan Y. Kim |
10/14/2005 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 1
Exhibit 1
The reporting persons filing this Form 3 may be deemed 10% owners as a group of
which James J. Kim may also be deemed a member. See Exhibit 11 for Joint filer
Information and Exhibit 12 for Powers of Attorney.
Exhibit 2
Exhibit 2
By Susan Y. Kim Trust
EB Nevada Inc. is the beneficial owner of 9,115,873 shares of the Issuer. EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique, Inc., all
of the outstanding capital stock of which is owned by James J. Kim and Agnes C.
Kim (the parents of Susan Y. Kim, John T. Kim and David D. Kim) and the Kim
family trusts, which are the David D. Kim Trust of December 31, 1987, the John
T. Kim Trust of December 31, 1987 and the Susan Y. Kim Trust of December 31,
1987. Susan Y. Kim is the settlor, trustee, and beneficiary of the Susan Y. Kim
Trust. In addition, the trust agreement for each of the Kim family trusts
authorizes the trustees of the trusts to vote the shares of Common Stock of the
issuer held by them, in their discretion, in concert with James J. Kim's family.
Exhibit 3
Exhibit 3
By David D. Kim Trust
EB Nevada Inc. is the beneficial owner of 9,115,873 shares of the Issuer. EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique, Inc., all
of the outstanding capital stock of which is owned by James J. Kim and Agnes C.
Kim (the parents of Susan Y. Kim, John T. Kim and David D. Kim) and the Kim
family Trusts, which are the David D. Kim Trust of December 31, 1987, the John
T. Kim Trust of December 31, 1987 and the Susan Y. Kim Trust of December 31,
1987. David D. Kim is the settlor, trustee, and beneficiary of the David D. Kim
Trust. In addition, the trust agreement for each of the Kim family trusts
authorizes the trustees of the trusts to vote the shares of Common Stock of the
issuer held by them, in their discretion, in concert with James J. Kim's family.
Exhibit 4
Exhibit 4
By John T. Kim Trust
EB Nevada Inc. is the beneficial owner of 9,115,873 shares of the Issuer. EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique, Inc., all
of the outstanding capital stock of which is owned by James J. Kim and Agnes C.
Kim (the parents of Susan Y. Kim, John T. Kim and David D. Kim) and the Kim
family trusts, which are the David D. Kim Trust of December 31, 1987, the John
T. Kim Trust of December 31, 1987 and the Susan Y. Kim Trust of December 31,
1987. John T. Kim is the settlor, trustee, and beneficiary of the John T. Kim
Trust. In addition, the trust agreement for each of the Kim family trusts
authorizes the trustees of the trusts to vote the shares of Common Stock of the
issuer held by them, in their discretion, in concert with James J. Kim's family.
Exhibit 5
Exhibit 5
By David D. Kim as settlor, trustee, and beneficiary of the David D. Kim Trust
Exhibit 6
Exhibit 6
By John T. Kim as settlor, trustee, and beneficiary of the John T. Kim Trust
Exhibit 7
Exhibit 7
By Susan Y. Kim as settlor, trustee, and beneficiary of the Susan Y. Kim Trust
Exhibit 8
Exhibit 8
By Agnes C. Kim jointly and severally with James J. Kim
Shares received, pursuant to the Merger Agreement, in exchange for 60 shares of
EB common stock, which Agnes C. Kim owned jointly and severally with James J.
Kim. Agnes C. Kim is the spouse of James J. Kim and the mother of Susan Y. Kim,
John T. Kim and David D. Kim. Agnes Kim owns the reported shares jointly and
severally with James J. Kim.
Exhibit 9
Exhibit 9
By EB Nevada Inc.
EB Nevada Inc. is the beneficial owner of 9,115,873 shares of the Issuer. EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique, Inc., all
of the outstanding capital stock of which is owned by James J. Kim and Agnes C.
Kim (the parents of Susan Y. Kim, John T. Kim and David D. Kim) and the Kim
Trusts, which are the David D. Kim Trust of December 31, 1987, the John T. Kim
Trust of December 31, 1987 and the Susan Y. Kim Trust of December 31, 1987.
Exhibit 9
Exhibit 10
By The Electronics Boutique, Inc.
EB Nevada Inc. is the beneficial owner of 9,115,873 shares of the Issuer. EB
Nevada Inc. is a wholly-owned subsidiary of The Electronics Boutique, Inc., all
of the outstanding capital stock of which is owned by James J. Kim and Agnes C.
Kim (the parents of Susan Y. Kim, John T. Kim and David D. Kim) and the Kim
Trusts, which are the David D. Kim Trust of December 31, 1987, the John T. Kim
Trust of December 31, 1987 and the Susan Y. Kim Trust of December 31, 1987.
Exhibit 10
Exhibit 11
Joint Filer Information
Name of Joint Filer: John T. Kim individually and as settlor, trustee, and
beneficiary of John T. Kim Trust of 12/31/87
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event Requiring
Statement:
October 8, 2005
Signature: /S/ MEMMA S. KILGANNON
As Attorney-in-Fact for John T. Kim, in his capacities
listed above (see attached power of attorney)
* * * * * * *
Name of Joint Filer: David D. Kim individually and as settlor, trustee and
beneficiary of David D. Kim Trust of 12/31/87
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event
Requiring Statement: October 8, 2005
Signature: /S/ MEMMA S. KILGANNON
As Attorney-in-Fact for David D. Kim, in his
capacities listed above (see attached power of
attorney)
* * * * * * *
Name of Joint Filer: Susan Y. Kim individually and as settlor, trustee and
beneficiary of Susan Y. Kim Trust of 12/31/87
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event
Requiring Statement: October 8, 2005
Signature: /S/ MEMMA S. KILGANNON
As Attorney-in-Fact for Susan Y. Kim, in her
capacities listed above (see attached power of
attorney)
* * * * * * *
Name of Joint Filer: Agnes C. Kim
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event
Requiring Statement: October 8, 2005
Signature: /S/ MEMMA S. KILGANNON
As Attorney-in-Fact for Agnes C. Kim,
(see attached power of attorney)
* * * * * * *
Name of Joint Filer: EB Nevada, Inc.
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event
Requiring Statement: October 8, 2005
Signature: /S/ SUSAN Y. KIM
* * * * * * *
Name of Joint Filer: The Electronics Boutique, Inc.
Address: 1345 Enterprise Drive
West Chester, Pennsylvania 19380
Designated Filer: Susan Y. Kim
Issuer & Ticker Symbol: GameStop Corp. (GME)
Date of Event
Requiring Statement: October 8, 2005
Signature: /S/ SUSAN Y. KIM
* * * * * * *
Exhibit 11
Exhibit 11
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Memma S. Kilgannon the true and lawful attorney-in-fact of the
undersigned to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as the beneficial owner (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and the
rules thereunder) of more than five percent or ten percent of one or
more of the classes of equity securities issued by GameStop Corp. (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
1934 Act and the rules thereunder or Schedule 13D or 13G in accordance
with Section 13(d) and 13(g) of the 1934 Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and 13G and to timely file such form
or schedule with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Sections 13 or 16 of the 1934 Act or the rules thereunder.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 or Schedule 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of October, 2005.
/S/ John T. Kim
Signature
John T. Kim
Print Name
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Memma S. Kilgannon the true and lawful attorney-in-fact of the
undersigned to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as the beneficial owner (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and the
rules thereunder) of more than five percent or ten percent of one or
more of the classes of equity securities issued by GameStop Corp. (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
1934 Act and the rules thereunder or Schedule 13D or 13G in accordance
with Section 13(d) and 13(g) of the 1934 Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and 13G and to timely file such form
or schedule with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Sections 13 or 16 of the 1934 Act or the rules thereunder.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 or Schedule 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of October, 2005.
/S/ David D. Kim
Signature
David D. Kim
Print Name
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Memma S. Kilgannon the true and lawful attorney-in-fact of the
undersigned to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as the beneficial owner (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and the
rules thereunder) of more than five percent or ten percent of one or
more of the classes of equity securities issued by GameStop Corp. (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
1934 Act and the rules thereunder or Schedule 13D or 13G in accordance
with Section 13(d) and 13(g) of the 1934 Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and 13G and to timely file such form
or schedule with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Sections 13 or 16 of the 1934 Act or the rules thereunder.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 or Schedule 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of October, 2005.
/S/ Susan Y. Kim
Signature
Susan Y. Kim
Print Name
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Memma S. Kilgannon the true and lawful attorney-in-fact of the
undersigned to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as the beneficial owner (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and the
rules thereunder) of more than five percent or ten percent of one or
more of the classes of equity securities issued by GameStop Corp. (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
1934 Act and the rules thereunder or Schedule 13D or 13G in accordance
with Section 13(d) and 13(g) of the 1934 Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and 13G and to timely file such form
or schedule with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Sections 13 or 16 of the 1934 Act or the rules thereunder.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 or Schedule 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of October, 2005.
/S/ Agnes C. Kim
Signature
Agnes C. Kim
Print Name
