8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 17, 2016
ELECTRONIC ARTS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | 0-17948 | 94-2838567 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
209 Redwood Shores Parkway, Redwood City, California 94065-1175
(Address of Principal Executive Offices) (Zip Code)
(650) 628-1500
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On February 17, 2016, Electronic Arts Inc. (“EA”) issued a press release describing its intended offering of senior notes (the “senior notes offering”) pursuant to an effective shelf registration statement on Form S-3 that has previously been filed with the Securities and Exchange Commission. A copy of the press release is attached hereto as Exhibit 99.1. Neither the information contained in this Item 7.01 of this Form 8-K nor the information in the press release shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On February 3, 2016, EA’s Board of Directors authorized a new program to repurchase up to $500 million of EA’s common stock contingent upon the launch of the senior notes offering. EA expects to complete this new program, which expires on May 31, 2016, over the next several months. This new program is incremental to the existing two-year $1 billion stock repurchase program announced in May 2015, of which approximately $599 million remains outstanding and is expected to be completed over the next 15 months.
Under the stock repurchase programs, EA may purchase stock in the open market or through privately negotiated transactions in accordance with applicable securities laws, including pursuant to pre-arranged stock trading plans. The timing and actual amount of the stock repurchases will depend on several factors including price, capital availability, regulatory requirements, alternative investment opportunities and other market conditions. EA is not obligated to repurchase any specific number of shares under the programs and the repurchase programs may be modified, suspended or discontinued at any time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description |
99.1 | | Press release dated February 17, 2016 describing an intended offering of senior notes. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ELECTRONIC ARTS INC. |
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Dated: | February 17, 2016 | By: | /s/ Jacob J. Schatz |
| | | Jacob J. Schatz |
| | | Senior Vice President, General Counsel and Corporate Secretary |
INDEX TO EXHIBITS
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Exhibit No. | | Description |
99.1 | | Press release dated February 17, 2016 describing an intended offering of senior notes. |