As filed with the Securities and Exchange Commission on July 23, 2007

 

 

 

 

 

STATEMENT UNDER GENERAL INSTRUCTION E

REGISTRATION OF ADDITIONAL SECURITIES

 

Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 3,500,000 shares of Class A Common Stock, par value $.001 per share, of the Registrant reserved for issuance under the Registrant’s Second Amended and Restated GameStop Corp. 2001 Incentive Plan. The Company’s Board of Directors and stockholders approved this increase. Pursuant to and as permitted by General Instruction E to Form S-8, the contents of GameStop Holdings Corp.’s Registration Statements on Form S-8, File No. 333-82652 and No. 333-126154, including, without limitation, periodic reports that the Registrant filed, or will file, after such Form S-8 to maintain current information about the Registrant are hereby incorporated by reference herein, and the opinions and consents listed in Item 8 below are attached hereto.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

 

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Grapevine, State of Texas, on the 23rd day of July, 2007.

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint R. Richard Fontaine, Daniel A. DeMatteo and David W. Carlson, and each or any of them, as 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, without limitation, post-effective amendments and documents in connection therewith) to this Registration Statement on Form S-8, and to file the same 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 any 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

 

 

 

 

EXHIBIT 5.1

 

BRYAN CAVE LLP

1290 AVENUE OF THE AMERICAS

NEW YORK, NEW YORK 10104

 

July 23, 2007

 

GameStop Corp.

625 Westport Parkway

Grapevine, Texas 76051

 

Re: GameStop Corp.

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We are rendering this opinion in connection with the registration by GameStop Corp., a Delaware corporation (the "Company"), of 3,500,000 shares (the "Shares") of its Class A Common Stock, par value $.001 per share, under the Securities Act of 1933, as amended, pursuant to the above-referenced Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 23, 2007 (the "Registration Statement"). The Shares are reserved for issuance upon the exercise of options granted under the Company's Second Amended and Restated GameStop Corp. 2001 Incentive Plan (the "Incentive Plan").

 

We are familiar with the Second Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of the Company and have examined copies of the Registration Statement, the Incentive Plan, the resolutions adopted by the Company's Board of Directors, and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, evidence of corporate action, certificates and other instruments, and have made such other investigations of law and fact, as we have deemed necessary or appropriate for the purposes of this opinion.

 

Based on the foregoing, and upon such further investigation as we have deemed relevant, we are of the opinion that the Shares, when issued in accordance with the terms of the Incentive Plan, including payment of the applicable purchase price, will be duly authorized, validly issued, fully paid and nonassessable.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement relating to the Shares and to the use of our name wherever appearing in the Registration Statement and any amendment thereto.

 

Very truly yours,

 

/s/ BRYAN CAVE LLP

BRYAN CAVE LLP

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

GameStop Corp.

Grapevine, Texas

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of GameStop Corp. of our reports dated April 2, 2007, relating to the consolidated financial statements and financial statement schedule and the effectiveness of GameStop Corp.’s internal control over financial reporting, which appear in GameStop Corp.’s Annual Report on Form 10-K for the year ended February 3, 2007.

Dallas, Texas

July 23, 2007