Item 8.01 Other Events.
At-the-Market Offering Program
On
The Common Shares are being offered and sold pursuant to the Company's automatic
shelf registration statement on Form S-3 (the "Shelf Registration Statement")
filed with the
From time to time during the term of the Sale Agreement, the Company may deliver
a placement notice to the Sales Agent specifying the length of the selling
period, the amount of Common Shares to be sold, any limitation on the number of
shares that may be sold in any one trading day and the minimum price below which
sales may not be made. Upon its acceptance of the placement notice from the
Company, the Sales Agent will use its commercially reasonable efforts consistent
with its normal trading and sales practices to solicit offers to purchase Common
Shares, under the terms and subject to the conditions set forth in the Sale
Agreement, by means of ordinary brokers' transactions on the
The Company will pay the Sales Agent a commission for its services in acting as agent in the sale of Common Shares. The Sales Agent will be entitled to compensation in an amount up to 1.5 percent (1.5%) of the gross sales price of all of the Common Shares sold through it under the Sale Agreement.
Under the terms of the Sale Agreement, the Company also may sell Common Shares to the Sales Agent, as principal for its own account, at a price to be agreed upon at the time of sale. If the Company sells Common Shares to the Sales Agent, as principal, it will enter into a separate sales agreement with the Sales Agent and the Company will describe such agreement in a separate prospectus supplement or pricing supplement.
The ATM Offering will terminate upon the earlier of (1) the sale of all Common Shares subject to the Sale Agreement or (2) termination of the Sale Agreement. The Sale Agreement may be terminated by the Sales Agent or the Company at any time upon ten days' notice, and by the Sales Agent at any time in certain circumstances, including suspension of trading of Common Shares on the NYSE or the occurrence of a material adverse change in the Company's business.
The Company made certain customary representations, warranties and covenants concerning the Company and the Common Shares in the Sale Agreement and also agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act.
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The Company intends to use the net proceeds from the ATM Offering, if any, for general corporate purposes as well as for investing in growth initiatives and maintaining a strong balance sheet.
The Sale Agreement was filed as Exhibit 1.1 to the Company's Current Report on
Form 8-K filed with the
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements - Safe Harbor
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are based upon management's current beliefs, views, estimates and expectations,
including as to the Company's industry, business strategy, goals and
expectations concerning its market position, strategic and transformation
initiatives, future operations, margins, profitability, comparable store growth,
capital expenditures, liquidity, capital resources, expansion of technology
expertise, and other financial and operating information, including expectations
as to future operating profit improvement. Such statements include without
limitation those about the Company's expectations for future financial and
operating results, projections, statements about the ATM Offering and the use of
proceeds therefrom, and other statements that are not historical facts.
Forward-looking statements are subject to significant risks and uncertainties
and actual developments, business decisions, outcomes and results may differ
materially from those reflected or described in the forward-looking statements.
The following factors, among others, could cause actual developments, business
decisions, outcomes and results to differ materially from those reflected or
described in the forward-looking statements: macroeconomic pressures, including
the effects of the COVID-19 pandemic on consumer spending and the Company's
ability to keep stores open; the impact of the COVID-19 pandemic on the
Company's business and financial results; the economic conditions in the
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season; fluctuations in the Company's results of operations from quarter to
quarter; the Company's ability to de-densify its global store base; the
Company's ability to renew, terminate or enter into new leases on favorable
terms; the adequacy of the Company's management information systems; the
Company's reliance on centralized facilities for refurbishment of its pre-owned
products; the Company's ability to maintain security of its customer, employee
or company information; potential harm to the Company's reputation, including
from cybersecurity breaches; the Company's ability to maintain effective control
over financial reporting; restrictions on the Company's ability to purchase and
sell pre-owned video games; potential future litigation and other legal
proceedings; changes in accounting rules and regulations; and the Company's
ability to comply with federal, state, local and international law. Additional
factors that could cause results to differ materially from those reflected or
described in the forward-looking statements can be found in the Company's Annual
Report on Form 10-K for the fiscal year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Open Market Sale AgreementSM, datedDecember 8, 2020 , by and betweenGameStop Corp. andJefferies LLC (incorporated by reference to the Company's Current Report on Form 8-K filedDecember 8, 2020 ). 5.1 Opinion ofTroutman Pepper Hamilton Sanders LLP . 23.1 Consent ofTroutman Pepper Hamilton Sanders LLP (contained in Exhibit 5.1 above). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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