GameStop 2013 Annual Report Download - page 107

F-34
18. Supplemental Cash Flow Information
52 Weeks Ended
February 1, 2014
53 Weeks Ended
February 2, 2013
52 Weeks Ended
January 28, 2012
(In millions)
Cash paid during the period for:
Interest............................................................................................... $ 2.7 $ 2.7 $ 24.7
Income taxes ..................................................................................... 238.0 246.1 210.7
Acquisitions:
Goodwill ......................................................................................... 62.1 1.5 26.9
Noncontrolling interests.................................................................. — — 0.1
Net assets acquired ......................................................................... 15.3 — 3.1
Cash paid for acquisitions, net of cash acquired............................. $ 77.4 $ 1.5 $ 30.1
19. Stockholders’ Equity
The holders of Class A Common Stock are entitled to one vote per share on all matters to be voted on by stockholders.
Holders of Class A Common Stock will share in any dividend declared by the Board of Directors, subject to any preferential rights
of any outstanding preferred stock. In the event of our liquidation, dissolution or winding up, all holders of common stock are
entitled to share ratably in any assets available for distribution to holders of shares of common stock after payment in full of any
amounts required to be paid to holders of preferred stock.
In 2005, we adopted a rights agreement under which one right (a “Right”) is attached to each outstanding share of our
common stock. Each Right entitles the holder to purchase from us one ten-thousandth of a share of a series of preferred stock,
designated as Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”), at a price of $100.00 per one one
thousandth of a share. The Rights will be exercisable only if a person or group acquires 15% or more of the voting power of our
outstanding common stock or announces a tender offer or exchange offer, the consummation of which would result in such person
or group owning 15% or more of the voting power of our outstanding common stock.
If a person or group acquires 15% or more of the voting power of our outstanding common stock, each Right will entitle a
holder (other than such person or any member of such group) to purchase, at the Right’s then current exercise price, a number of
shares of common stock having a market value of twice the exercise price of the Right. In addition, if we are acquired in a merger
or other business combination transaction or 50% or more of our consolidated assets or earning power are sold at any time after
the Rights have become exercisable, each Right will entitle its holder to purchase, at the Right’s then current exercise price, a
number of the acquiring company’s common shares having a market value at that time of twice the exercise price of the Right.
Furthermore, at any time after a person or group acquires 15% or more of the voting power of our outstanding common stock but
prior to the acquisition of 50% of such voting power, the Board of Directors may, at its option, exchange part or all of the Rights
(other than Rights held by the acquiring person or group) at an exchange rate of one one thousandth of a share of Series A Preferred
Stock or one share of our common stock for each Right.
We will be entitled to redeem the Rights at any time prior to the acquisition by a person or group of 15% or more of the
voting power of our outstanding common stock, at a price of $0.01 per Right. The Rights will expire on October 28, 2014.
We have 5 million shares of $0.001 par value preferred stock authorized for issuance, of which 500 thousand shares have
been designated by the Board of Directors as Series A Preferred Stock and reserved for issuance upon exercise of the Rights. Each
such share of Series A Preferred Stock will be nonredeemable and junior to any other series of preferred stock that we may issue
(unless otherwise provided in the terms of such stock) and will be entitled to a preferred dividend equal to the greater of $1.00 or
one thousand times any dividend declared on our common stock. In the event of liquidation, the holders of Series A Preferred
Stock will receive a preferred liquidation payment of $1,000 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon. Each share of Series A Preferred Stock will have ten thousand votes, voting together with our common stock.
However, in the event that dividends on the Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends
thereon, holders of the Series A Preferred Stock shall have the right, voting as a class, to elect two of our directors. In the event
of any merger, consolidation or other transaction in which our common stock is exchanged, each share of Series A Preferred Stock
will be entitled to receive one thousand times the amount and type of consideration received per share of our common stock. At
February 1, 2014, there were no shares of Series A Preferred Stock outstanding.