8-K/AMaterial AgreementsExhibits & Filings

ELECTRONIC ARTS INC. 8-K/A Report, Material Agreement (Dec 12, 2005)

Filed December 12, 2005For Securities:EA

Summary

This 8-K Amendment filing from Electronic Arts Inc. (EA) primarily serves to provide the full text of the Agreement and Plan of Merger for the acquisition of JAMDAT Mobile Inc., originally reported on December 8, 2005. The amendment is crucial for investors seeking detailed terms and conditions of this material definitive agreement. While the original 8-K announced the merger, this document allows for a deeper understanding of the contractual specifics governing the acquisition of JAMDAT Mobile, a key player in the mobile gaming space at the time. Investors should note that the filing includes the merger agreement itself as an exhibit. The company explicitly states that this document is intended to provide information about the terms of the agreement and not to factually represent the state of either company. The representations and warranties within the agreement are subject to confidential disclosure schedules, meaning investors should not rely on them as absolute characterizations of reality. This filing is an amendment to provide fuller disclosure on a significant strategic move for EA.

Key Highlights

  • 1Electronic Arts Inc. (EA) filed an amendment (8-K/A) to its previous Form 8-K filing.
  • 2The amendment's primary purpose is to provide Exhibit 2.1: the full Agreement and Plan of Merger for the acquisition of JAMDAT Mobile Inc.
  • 3The merger agreement was dated December 8, 2005.
  • 4This filing allows investors to review the detailed terms and conditions of the acquisition agreement.
  • 5EA explicitly states that the merger agreement contains representations and warranties made solely for the benefit of the parties involved.
  • 6Investors are cautioned not to rely on these representations and warranties as actual facts due to potential qualifications in confidential disclosure schedules.
  • 7The filing also includes a press release dated December 8, 2005, as an incorporated exhibit.

Frequently Asked Questions

The main purpose of this Amendment No. 1 to Form 8-K is to provide the complete text of the Agreement and Plan of Merger between Electronic Arts Inc. and JAMDAT Mobile Inc., which was announced in a previous filing.

JAMDAT Mobile Inc. was a company in the mobile gaming sector. EA's acquisition was a strategic move to expand its presence and offerings in the rapidly growing mobile entertainment market. The details of the merger agreement can be found in the filing.

No, investors are advised not to rely on the representations and warranties within the merger agreement as definitive statements of fact. These assertions were made between the parties to the agreement and are qualified by confidential disclosure schedules that are not publicly filed. They were also made as of the date of the agreement and may not reflect the current state of affairs.

The primary exhibit is Exhibit 2.1, the Agreement and Plan of Merger. Additionally, Exhibit 99.1 contains the Press Release jointly issued by EA and JAMDAT Mobile on December 8, 2005, which is incorporated by reference.