As filed with the Securities and Exchange Commission on April 9, 2015
Registration No. 333-173553
Registration No. 333-158536
Registration No. 333-150728
Registration No. 333-136237
Registration No. 333-123186
Registration No. 333-91198
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
International Game Technology
(Exact name of registrant as specified in its charter)
Nevada |
| 88-0173041 |
(State or other jurisdiction |
| (I.R.S. Employer |
of incorporation or organization) |
| Identification No.) |
6355 South Buffalo Drive
Las Vegas, Nevada 89113
(702) 669-7777
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
International Game Technology
2002 Stock Incentive Plan
(Full title of the plan)
Philip G. Satre
President
International Game Technology
6355 South Buffalo Drive
Las Vegas, Nevada 89113
(702) 669-7777
(Name, address, including zip code, and telephone number, including area code, of agent for service)
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on June 26, 2002, March 8, 2005, August 2, 2006, May 8, 2008, April 10, 2009 and April 15, 2011 (File Nos. 333-91198, 333-123186, 333-136237, 333-150728, 333-158536, 333-173553) (the “Registration Statement”) of International Game Technology, a Nevada corporation (the “Company”), pertaining to the registration of 20,000,000 shares of common stock of the Company, par value $0.00015625 per share (the “Common Stock”), issuable under the International Game Technology 2002 Stock Incentive Plan.
On April 7, 2015, Georgia Worldwide Corporation (“Merger Sub”), a Nevada corporation and wholly owned subsidiary of International Game Technology PLC (“Parent”), completed its previously announced merger with and into the Company (the “Company Merger”) as part of the overall combination of GTECH S.p.A., an Italian joint stock company (“GTECH”) with the Company, pursuant to the Agreement and Plan of Merger, dated as of July 15, 2014, as amended, by and among GTECH, GTECH Corporation, a Delaware corporation (solely with respect to Section 5.02(a) and Article VIII), Merger Sub, Parent and the Company. The Company was the surviving corporation in the Company Merger and is a wholly owned subsidiary of Parent.
As a result of the Company Merger, the Company has terminated all offerings of Common Stock pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Common Stock which remain unsold at the termination of the offering, the Company hereby removes from registration all shares of Common Stock registered under the Registration Statement which remained unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reno, State of Nevada, on the 9th day of April, 2015.
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| INTERNATIONAL GAME TECHNOLOGY | |
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| By: | /s/ Philip G. Satre |
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| Philip G. Satre |
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| President |