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): ~~June~~July 117, 2015

Geeknet, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-28369		77-0399299
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

111216 Waples Mill Road, Suite 103

Fairfax, VA 22030

(Address of principal executive offices, including zip code)

Not Applicable

(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 registrants under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~INTRODUCTORY ~~1.01 Entry into a Material Definitive Agreement~~NOTE

As previously disclosed, on June 1, 2015, Geeknet Inc., a Delaware corporation (“Geeknet” or the “Company”), GameStop Corp., a Delaware corporation (“Parent”), and Gadget Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Acquisition Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Acquisition Sub commenced a cash tender offer on June 15, 2015 to purchase all of the issued and outstanding shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a purchase price of $20.00 per Share in cash (the “Offer Price”), net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated June 15, 2015 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, constituted the “Offer”). The Offer and withdrawal rights expired at 11:59 p.m., New York time, on July 13, 2015. Computershare Trust Company, N.A., the depositary, advised that a total of 5,924,629 Shares had been validly tendered into and not withdrawn from the Offer, representing approximately 86.38% of the Shares outstanding. Acquisition Sub accepted for payment all Shares validly tendered into and not properly withdrawn from the Offer.

OnItem ~~June 1, 2015, Geeknet, Inc~~2. ~~(“Geeknet” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameStop Corp~~01., aCompletion ~~Delaware corporation (“GameStop”), and Gadget Acquisition, Inc. a Delaware corporation and wholly owned subsidiary~~ of ~~GameStop (“~~Acquisition ~~Inc.”). The~~or ~~Merger~~Disposition ~~Agreement provides, among other things, that Acquisition Inc. will, upon the terms and subject to the conditions set forth therein, conduct a tender offer for all~~ of ~~the Company’s common stock, par value $0~~Assets.~~001 per share (the “Company Stock”) and then merge with and into the Company.~~

~~Pursuant~~On ~~to the Merger Agreement~~July 17, ~~upon the terms and subject to the conditions set forth therein~~2015, ~~Acquisition~~as ~~Inc. will commence~~ a ~~tender~~result ~~offer~~of (the ~~“Offer”)~~acceptance ~~no later than June 19, 2015 to acquire all outstanding shares~~ of ~~Company~~the ~~Stock~~Shares attendered ain ~~purchase price of $20.00 per share (~~the “Offer ~~Price”)~~, ~~net~~Acquisition toSub ~~the~~closed ~~seller in cash, without interest, less any required withholding taxes. The Merger Agreement further provides that, upon~~ the ~~terms~~merger ~~and subject to the conditions set forth therein, following completion~~ of ~~the Offer,~~ Acquisition ~~Inc.~~Sub ~~will merge~~ with and into the Company, ~~with~~ (the ~~Company~~“Merger”) ~~continuing~~without as the ~~surviving~~affirmative ~~corporation~~vote ~~and~~of asthe astockholders ~~wholly owned subsidiary~~ of ~~GameStop (~~the ~~“Merger”). The~~Company ~~Merger~~pursuant ~~will~~to ~~be governed by~~ Section 251(h) of the General Corporation Law of the State of Delaware, ~~with no stockholder vote being required to consummate~~ (the ~~Merger~~“DGCL”). In the Merger, each Share issued and outstanding ~~share~~immediately prior to the effective time of ~~Company~~the ~~Stock~~Merger (~~other~~the ~~than~~“Effective ~~shares~~Time”) of(other ~~Company~~than ~~Stock~~the Shares held by ~~the Company~~Parent, ~~GameStop~~Acquisition Sub or ~~Acquisition~~the ~~Inc.~~Company orand the Shares held by ~~stockholders~~any stockholder of the Company who ~~are~~was entitled to ~~demand,~~ and ~~who~~had properly ~~demand,~~demanded appraisal ~~rights~~of ~~under~~such Shares pursuant to the applicable provisions of Delaware law), ~~will~~was be converted into the right to receive ~~cash in~~ an amount of cash equal to the Offer Price, ~~subject~~without tointerest and less any ~~required~~applicable withholding of taxes. The Company was the surviving corporation in the Merger and ~~without~~is ~~interest~~now a wholly owned subsidiary of Parent.

The ~~Offer~~foregoing isdescription ~~subject to customary conditions, including, among other things, (i) the absence~~ of ~~a termination of~~ the Merger ~~Agreement~~does innot ~~accordance~~purport ~~with~~to ~~its~~be ~~terms,~~complete ~~(ii) that~~and ~~the~~is ~~number~~qualified ofin ~~shares~~its ofentirety ~~Company~~by ~~Stock~~reference ~~validly~~to ~~tendered in accordance with~~ the terms of the ~~Offer~~Merger ~~and not properly withdrawn~~Agreement, ~~together~~a ~~with~~copy ~~the number~~ of ~~shares~~which ofwas ~~Company~~filed ~~Stock~~as ~~(if any) then owned by GameStop or Acquisition Inc~~Exhibit 2.,1 ~~represents~~to ~~a majority of~~ the ~~shares of~~ Company’s ~~Stock~~Current ~~then~~Report ~~outstanding,~~on ~~(iii)~~Form ~~that~~8-K ~~the~~filed ~~waiting~~with ~~period under~~ the ~~Hart-Scott-Rodino~~Securities ~~Antitrust~~and ~~Improvements~~Exchange ~~Act~~Commission of(the ~~1976,~~“SEC”) ason ~~amended~~June 2, ~~and the rules and regulations thereunder~~2015, ~~shall have expired or otherwise been terminated and (iv) that no governmental authority shall have enacted any law or order~~ which ~~makes the Offer or the Merger illegal or otherwise prohibits the consummation of the Offer or the Merger. The Offer~~ is ~~also~~incorporated ~~subject~~herein toby ~~other customary conditions for a transaction of this type~~reference.

~~The~~Item ~~Merger is subject to the following closing conditions: (i) Acquisition Inc~~3.01. ~~having~~Notice ~~accepted for payment all shares~~ of ~~Company~~Delisting ~~Stock~~or ~~validly~~Failure ~~tendered~~to ~~and~~Satisfy ~~not~~a ~~withdrawn~~Continued inListing ~~the~~Rule ~~Offer and (ii) no governmental authority having enacted any law~~ or ~~order~~Standard; ~~which~~Transfer ~~makes the Merger illegal or otherwise prohibits the consummation~~ of ~~the Merger~~Listing.

~~The~~On ~~board~~July 17, of2015, ~~directors~~in ofconnection with the ~~Company~~consummation ~~has~~of ~~unanimously (i) determined that~~ the Merger, ~~Agreement~~the ~~and~~Company notified the ~~transactions~~NASDAQ ~~contemplated~~Global byMarket ~~the~~(“NASDAQ”) ~~Merger~~of ~~Agreement~~its ~~are~~intent ~~fair~~ to ~~and~~remove in the ~~best~~Shares ~~interests~~from oflisting ~~the~~on ~~Company~~NASDAQ and ~~its~~requested ~~stockholders,~~that ~~(ii) approved~~NASDAQ ~~and~~file ~~declared~~a ~~advisable~~delisting application with the ~~Merger~~SEC ~~Agreement~~to delist and deregister the ~~transactions~~Shares. ~~contemplated thereby~~July 16, ~~including~~2015 was the ~~Offer~~last ~~and~~day that the ~~Merger,~~Shares intraded ~~accordance~~on NASDAQ. NASDAQ has filed with the ~~requirements~~SEC a Notification of ~~Delaware~~Removal ~~law~~from Listing and/or Registration under Section 12(~~iii~~b) ~~resolved~~of tothe ~~recommend~~Securities ~~that~~and ~~the~~Exchange ~~stockholders~~Act of ~~the~~1934, ~~Company~~as ~~accept~~amended (the ~~Offer~~“Exchange Act”), on Form 25 to delist and ~~tender~~deregister ~~their~~the ~~shares~~Shares. ofThe Company ~~Stock~~intends to ~~Acquisition~~file ~~Sub~~with inthe SEC a certification on Form 15 under the ~~Offer. The~~Exchange ~~board~~Act, ofrequesting ~~directors~~the deregistration of ~~GameStop~~the ~~has~~Shares ~~also~~and ~~approved~~the suspension of the ~~Offer~~Company’s ~~and~~reporting obligations under Section 13 of the ~~Merger~~Exchange Act.

~~The~~Item ~~Merger~~3.03. ~~Agreement~~Material ~~contains~~Modification ~~representations,~~to ~~warranties~~Rights ~~and covenants~~ of ~~the~~Security parties customary for a transaction of this type, including, among other things, a covenant of the Company not to solicit alternative transactions or to provide information or enter into discussions in connection with alternative transactions, subject to certain exceptionsHolders.

The ~~Merger~~information ~~Agreement~~disclosed ~~may~~in beItem ~~terminated under certain circumstances~~2.01, Item ~~including~~3.01 inand ~~specified~~Item ~~circumstances in connection with superior proposals~~5. ~~Upon~~01 ~~the termination~~ of ~~the~~this ~~Merger~~Current ~~Agreement,~~Report ~~under~~on ~~specified~~Form 8-K ~~circumstances,~~is ~~the~~incorporated ~~Company~~by ~~will~~reference beinto ~~required~~this toItem ~~pay GameStop a termination fee of approximately $~~3.~~66 million~~03.

~~Pursuant~~Item to5.01. ~~the~~Changes ~~terms~~in ofControl ~~the Merger Agreement, GameStop agreed to reimburse the Company for the amount~~ of ~~the termination fee payable under the Hot Topic Merger Agreement (as defined below)~~Registrant.

~~The~~As ~~foregoing~~a ~~description~~result of ~~the~~Acquisition ~~Merger~~Sub’s ~~Agreement~~acceptance ~~and~~of ~~the~~Shares ~~transactions~~in ~~contemplated~~the ~~thereby~~Offer ison ~~not~~July 17, ~~complete~~2015, ~~and~~a ischange ~~subject~~in tocontrol ~~and~~of ~~qualified~~the inCompany ~~its~~occurred. ~~entirety~~At bythe ~~reference~~Effective toTime, the ~~Merger~~Company ~~Agreement,~~became a ~~copy~~wholly ofowned ~~which~~subsidiary isof ~~filed~~Parent. ~~with~~The ~~this~~information ~~Current~~disclosed ~~Report~~in onItem ~~Form~~2.01, ~~8-K~~Item ~~as Exhibit~~3.01, 2Item 3.103, Item 5.02 and ~~the~~Item ~~terms~~5.03 of ~~which~~this ~~are~~Current ~~incorporated~~Report ~~herein~~on Form 8-K is incorporated by reference into this Item 5.01.

~~The~~Item ~~Merger Agreement has been included to provide investors and security holders with information regarding its terms~~5. ~~It is not intended to provide any other factual information about GameStop, Geeknet, Acquisition Inc~~02. orDeparture their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by GameStop and Acquisition Inc., on the one hand, and by Geeknet, on the other hand, made solely for the benefit of ~~the~~Directors other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules delivered by each party in connection with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or ~~may~~Certain ~~have~~Officers; ~~been~~Election ~~used for the purpose~~ of ~~allocating~~Directors; ~~risk~~Appointment between GameStop and Acquisition Inc., on the one hand, and Geeknet, on the other hand. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of ~~the~~Certain ~~actual~~Officers; ~~state~~Compensatory ofArrangements ~~facts about GameStop or Geeknet at the time they were made or otherwise. In addition, information concerning the subject matter~~ of ~~the~~Certain ~~representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Geeknet’s public disclosures~~Officers. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Merger Agreement, the Offer, the Merger, GameStop, Geeknet, their respective affiliates and their respective businesses, included in reports, statements and other filings that Geeknet and GameStop make with the SEC.

~~Tender~~In connection with the Merger and ~~Support~~as ~~Agreements~~contemplated by the Merger Agreement, each director of the Company immediately prior to the Effective Time voluntarily resigned from and ceased serving on the Company’s board of directors (the “Board”), effective as of the Effective Time. Pursuant to the terms of the Merger Agreement, on July 17, 2015, the board of directors of Acquisition Sub immediately prior to the Effective Time, which consisted of Robert A. Lloyd and Michael Nichols, became the Board following the Merger. In connection with the Merger and as contemplated by the Merger Agreement, the officers of Acquisition Sub immediately prior to the Effective Time became the officers of the Company.

OnItem ~~June 1, 2015, Kenneth G~~5. ~~Langone and Eric Semler (together the “Stockholders”) entered into tender and support agreements (the “Tender and Support Agreements”) with GameStop and Acquisition Inc~~03., ~~pursuant~~Amendments to ~~which~~Articles ~~the Stockholders have agreed to tender all shares~~ of ~~Company~~Incorporation Stock beneficially owned by such stockholders in the Offer and otherwise support the transactions contemplated by the Merger Agreement. The Tender and Support Agreements terminate upon certain events, including any termination of the Merger Agreement in accordance with its terms and amendments to the Offer or ~~Merger~~Bylaws; ~~that~~Change ~~reduces the Offer Price or changes the form of consideration payable~~ in ~~the~~Fiscal ~~Offer or the Merger~~Year. In addition, the Stockholders’ obligations to support the transactions contemplated by the Merger Agreement terminate if the board of directors of the Company withdraws or modifies its recommendation that the stockholders of the Company accept the Offer and tender their shares of

In connection with the consummation of the Merger, at the Effective Time the Company’s certificate of incorporation and bylaws were amended and restated so as to read in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which exhibits are incorporated herein by reference.

~~Company~~Item ~~Stock to Acquisition Sub in the Offer~~9. In01. ~~such~~Financial ~~case,~~Statements ~~any~~and ~~shares tendered by the Stockholders would be returned to the Stockholders~~Exhibits.

~~Pursuant to Section 9 of the Tender and Support Agreements by and among Hot Topic, Merger Sub and each of Kenneth G. Langone and Eric Semler dated May 25, 2015~~ (~~the “Hot Topic Tender and Support Agreement”~~d)~~, all rights and obligations of the parties under the Hot Topic Tender and Support Agreement terminated upon termination of the Hot Topic Merger Agreement~~ Exhibits.

The foregoing description of the Tender and Support Agreements is qualified in its entirety by the full text of such agreements, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, and are incorporated by reference herein.

Exhibit No.		Description of Exhibit
3.1		Fourth Amended and Restated Certificate of Incorporation of Geeknet, Inc.
3.2		Bylaws of Geeknet, Inc.

~~Item 1.02. Termination of a Material Definitive Agreement.~~*****

On June 1, 2015, the Company terminated that certain Merger Agreement dated as of May 25, 2015 (the “Hot Topic Merger Agreement”), by and among Hot Topic Inc., Gadget Merger Sub Inc. and the Company, as a result of the Board of Directors’ determination that the Merger Agreement constitutes a “Superior Proposal” (as defined in the Hot Topic Merger Agreement). The Company paid to Hot Topic a termination fee of $3~~.66 million.~~

~~A copy of the Hot Topic Merger Agreement is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on May 26, 2015, and is incorporated herein by reference.~~SIGNATURE

~~Item~~Pursuant ~~8.01~~to ~~Other~~the ~~Events~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On June 2, 2015, GameStop and Geeknet issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

	GEEKNET, INC.

Date: July 21, 2015	By:	/s/ Kathryn K. McCarthy
	Name:	Kathryn K. McCarthy
	Title:	President, Chief Executive Officer

~~*****~~4

~~Important Information~~EXHIBIT INDEX

The tender offer for the outstanding common stock of the Company referred to in this document has not yet commenced. This document is not an offer to purchase or a solicitation of an offer to sell shares of the Company’s common stock. The solicitation and the offer to purchase shares of the Company’s common stock will only be made pursuant to an offer to purchase and related materials that GameStop and Acquisition Inc. intend to file with the SEC. At the time the tender offer is commenced, GameStop and Acquisition Inc. will file a Tender Offer Statement on Schedule TO with the SEC, and soon thereafter the Company will file a Solicitation / Recommendation Statement on Schedule 14D-9 with respect to the tender offer. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Stockholders can obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov.

Exhibit No.		Description of Exhibit
3.1		Fourth Amended and Restated Certificate of Incorporation of Geeknet, Inc.
3.2		Bylaws of Geeknet, Inc.

Forward-Looking Statements

This Form 8-K contains forward-looking statements regarding, among other things, statements related to expectations, goals, plans, objectives and future events. Geeknet, Inc. (“Geeknet”) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Reform Act of 1995. In some cases, forward-looking statements can be identified by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “outlook,” “guidance” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the “Risk Factors” sections contained in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 23, 2015 and in Geeknet’s subsequently filed Form 10-Q, as well as, among other things: (1) the ability to obtain requisite regulatory approvals required to complete the proposed transaction with GameStop and Acquisition Inc., (2) the satisfaction of the conditions to the consummation of the proposed transaction, (3) the timing of the completion of the proposed transaction and (4) the potential impact of the announcement or consummation of the proposed transaction on our relationships, including with employees, suppliers and customers. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Geeknet does not undertake any obligation to release any revisions to these forward-looking statements publicly to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of June 1, 2015, among Geeknet, Inc., GameStop Corp. and Gadget Acquisition Inc. (Pursuant to Item 601(b)(2) of Regulation S-K, Geeknet, Inc. hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit to the Agreement and Plan of Merger.)
10.1		Tender and Support Agreement, dated as of June 1, 2015, among Kenneth G. Langone, GameStop Corp. and Gadget Acquisition Inc.
10.2		Tender and Support Agreement, dated as of June 1, 2015, among Eric Semler, GameStop Corp. and Gadget Acquisition Inc.
99.1		Joint Press Release, dated June 2, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GEEKNET, INC.
Date: June 2, 2015	By:	/s/ Kathryn K. McCarthy
	Name:	Kathryn K. McCarthy
	Title:	President, Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of June 1, 2015, among Geeknet, Inc., GameStop Corp. and Gadget Acquisition Inc. (Pursuant to Item 601(b)(2) of Regulation S-K, Geeknet, Inc. hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit to the Agreement and Plan of Merger.)
10.1		Tender and Support Agreement, dated as of June 1, 2015, among Kenneth G. Langone, GameStop Corp. and Gadget Acquisition Inc.
10.2		Tender and Support Agreement, dated as of June 1, 2015, among Eric Semler, GameStop Corp. and Gadget Acquisition Inc.
99.1		Joint Press Release, dated June 2, 2015

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