Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GTECH HOLDINGS CORPORATION
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 05-0450121
--------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Technology Way
West Greenwich, RI 02817
(401) 392-1000
--------------
(Address, including zip code and
telephone number, including area code, of
registrant's principal executive offices)
GTECH Holdings Corporation 2000 Restricted Stock Plan
(Full title of the plans)
Brendan J. Radigan, Esq.
Edwards & Angell, LLP
2800 BankBoston Plaza
Providence, RI 02903
(401) 274-9200
(Name, address, including zip code and telephone number,
including area code, of agent for service)
with a copy to:
Laura N. Wilkinson, Esq.
Edwards & Angell, LLP
2800 BankBoston Plaza
Providence, RI 02903
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Title of Each Class Amount to be Proposed maximum Proposed maximum Amount of
of Securities to be Registered registered offering price per aggregate offering registration
unit (1) price (1) fee
- -----------------------------------------------------------------------------------------------------------------------
Class A Common Stock, 400,000 $19.97 $7,988,000 $2,108.83
$.01 par value shares
=======================================================================================================================
(1) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457 under the Securities Act of 1933, as
amended. The registration fee has been calculated in accordance with Rule
457(h) based upon the average of the high and low prices for shares of the
Registrant on the New York Stock Exchange on July 28, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which GTECH Holdings Corporation (the
"Registrant") has filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), are incorporated in this Registration Statement by reference:
1. Annual Report on Form 10-K for the fiscal year ended February 26,
2000.
2. Quarterly Report on Form 10-Q for the fiscal quarter ended May 27,
2000.
3. The description of the Registrant's Common Stock contained in the
Registrant's amended registration statement on Form 8-A12B/A filed
under Section 12 of the Exchange Act on June 25, 1998, including
any amendments or reports filed for the purpose of updating such
description.
All documents filed with the Commission by the Registrant pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and made a part hereof from the date of filing
of such documents. Any statement contained in this Registration Statement or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b) (7) of the Delaware General Corporation Law the ("DGCL")
enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director to
the Company or its stockholders for monetary damages for a breach of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company's Certificate of Incorporation, as
amended, contains such a limitation on the personal liability of directors.
Section 145 of the DGCL provides that a corporation may indemnify any
persons, including officers and directors, who were or are, or are threatened to
be made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer, director, employee or agent of such corporation or
is or was serving at the request of such corporation as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such person acted in good faith in a manner he reasonably believed to
be in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.
The Company's Amended and Restated Bylaws provide that the Company shall
indemnify, to the full extent permitted under Delaware law, any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Company or while a director or officer of the Company is or was serving at
the request of the Company as a director or officer of another corporation,
partnership, joint venture, trust employee benefit plan or other enterprise.
The directors and officers of the Company also are parties to
indemnification agreements with the Company providing for indemnification for
liabilities (including legal fees and other expenses) incurred in any legal
proceedings in connection with their present or past status as directors or
officers of the Company. The Company maintains directors' and officers'
liability insurance.
The Company, the selling shareholders and the underwriters have agreed
to indemnify each other against certain liabilities arising in connection with
the Company's initial public offering of Common Stock in July 1992 and its
secondary offering of Common Stock in December 1992, November 1993 and June
1996. The selling shareholders include officers and certain directors of the
Company, and the underwriters include Donaldson Lufkin & Jenrette Securities
Corporation ("DLJSC"), which was a major stockholder in the Company. The Company
also has agreed to indemnify DLJ Capital Corporation (an affiliate of DLJSC) and
its affiliates against certain liabilities arising in connection with the
February 1990 acquisition of GTECH Corporation by the Company and various
related financings and refinancings.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 GTECH Holdings Corporation 2000 Restricted Stock Plan
5 Opinion of Edwards & Angell, LLP, counsel to Registrant
23.1 Consent of Ernst & Young LLP (independent auditors)
23.2 Consent of Price Waterhouse (independent accountants)
23.3 Consent of Edwards & Angell (included in Exhibit 5)
24 Power of Attorney (included on signature pages to this Registration
Statement)
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement;
(2) For the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Registrant's bylaws, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, GTECH Holdings
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Greenwich, on this first day of August,
2000.
GTECH HOLDINGS CORPORATION
By /s/ Jaymin B. Patel
--------------------------------
Name: Jaymin B. Patel
Title: Senior Vice President
and Chief Financial
Officer
Each person whose signature appears below hereby constitutes and appoints
Jaymin B. Patel, David J. Calabro and Jean-Pierre Desbiens, or any one of them
acting alone, his true and lawful attorney-in-fact, with full power and
authority to execute in the name, place and stead of each such person in any and
all capacities and to file, an amendment or amendments to this Registration
Statement (and all exhibits thereto) and any documents relating thereto, which
amendments may make such changes in the Registration Statement as said officer
so acting deems advisable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this first day of August, 2000.
Signature Title
/s/ Jaymin B. Patel Senior Vice President
- ------------------------------------------- and Chief Financial Officer*
Jaymin B. Patel
/s/ David J. Calabro Senior Vice President*
- -------------------------------------------
David J. Calabro
- ------------------
* Messrs. Patel, Calabro and Desbiens are performing the functions of
principal executive oficers of Registrant.
/s/ Jean-Pierre Desbiens Senior Vice President*
- -------------------------------------------
Jean-Pierre Desbiens
/s/ Robert J. Plourde Vice President and Corporate
- ------------------------------------------- Controller
Robert J. Plourde
/s/ W. Bruce Turner Director and Chairman
- -------------------------------------------
W. Bruce Turner
/s/ Robert M. Dewey, Jr. Director
- -------------------------------------------
Robert M. Dewey, Jr.
/s/ Burnett W. Donoho Director
- -------------------------------------------
Burnett W. Donoho
/s/ The Rt. Hon. Lord Moore Director
- -------------------------------------------
The Rt. Hon. Lord Moore of
Lower Marsh, P.C.
/s/ Lt. Gen. (Ret.) Emmett Paige, Jr. Director
- -------------------------------------------
Lt. Gen. (Ret.) Emmett Paige, Jr. (USA)
/s/ Anthony Ruys Director
- -------------------------------------------
Anthony Ruys
- ------------------
* Messrs. Patel, Calabro and Desbiens are performing the functions of
principal executive oficers of Registrant.
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 GTECH Holdings Corporation 2000 Restricted Stock Plan
5 Opinion of Edwards & Angell, LLP, counsel to Registrant
23.1 Consent of Ernst & Young LLP (independent auditors)
23.2 Consent of Price Waterhouse (independent accountants)
23.3 Consent of Edwards & Angell (included in Exhibit 5)
24 Power of Attorney (included on signature pages to this Registration
Statement)