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
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(Exact name of registrant as specified in its charter)
Delaware 05-0450121
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Technology Way
West Greenwich, RI 02817
(401) 392-1000
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(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
GTECH Holdings Corporation 2000 Omnibus Stock Option
and Long-Term Incentive Plan
GTECH Holdings Corporation 1999 Non-Employee Directors'
Stock Option Plan
(Full title of the plans)
Brendan J. Radigan, Esq.
Edwards & Angell, LLP
2800 Financial 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 Financial Plaza
Providence, RI 02903
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------- ------------------- -------------------- ------------
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be Registered registered (1) offering price aggregate offering registration
per share (2) price (2) fee
- ------------------------- ---------------- ------------------- -------------------- ------------
Common Stock, 2,040,000
$.01 par value per share shares $26.48 $54,019,200 $13,504.80
- ------------------------- ---------------- ------------------- -------------------- ------------
(1) Represents 1,800,000 shares under the 2000 Omnibus Stock Option Plan and
Long-Term Incentive Plan and 240,000 shares under the 1999 Non-Employee
Directors' Stock Option Plan. Pursuant to Rule 416(a) under the Securities
Act of 1933, this Registration Statement also covers an indeterminate
amount of additional shares as may become issuable under the 2000 Omnibus
Stock Option Plan and Long-Term Incentive Plan and 1999 Non-Employee
Directors' Stock Option Plan in connection with share splits, share
dividends or similar transactions.
(2) 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 February 21, 2001.
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" or the "Company") 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. The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 26, 2000 filed with the Commission on May 4, 2000.
2. The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended May 27, 2000, August 26, 2000 and November 25, 2000,
respectively, filed with the Commission on July 11, 2000, October 6,
2000 and January 8, 2001, respectively; and
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.
The Company's 1997 Stock Option Plan, 1998 Non-Employee Directors'
Stock Election Plan, 1999 Non-Employee Directors' Stock Option Plan, and the
2000 Omnibus Stock Option and Long-Term Incentive Plan (collectively the
"Plans") provide that each person who is or shall have been a director shall be
indemnified and held harmless to the fullest extent permissible by Delaware law,
against and from any loss, cost, liability or expense that may be imposed upon
or reasonably incurred by such person in connection with or resulting from any
action taken or failure to act under the Plans.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 GTECH Holdings Corporation 2000 Omnibus Stock Option and
Long-Term Incentive Plan (incorporated by reference to
Registrant's Proxy Statement filed pursuant to Rule 424(b) of the
Securities Act on September 22, 2000.)
4.2 GTECH Holdings Corporation 1999 Non-Employee Directors' Stock
Option Plan (incorporated by reference to Registrant's Proxy
Statement filed pursuant to Rule 424(b) of the Securities Act on
July 16, 1999.)
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 auditors)
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) That, 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 AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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, hereunto duly
authorized in the City of West Greenwich, State of Rhode Island on
February 23, 2001.
GTECH HOLDINGS CORPORATION
By: /s/ W. Bruce Turner
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W. Bruce Turner
Chairman and acting Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints W. Bruce Turner and Jaymin B. Patel, or
either of them acting alone, his true and lawful attorney-in-fact and agent with
full power of substitution and revocation, for him and in his name, place and
stead, in any and all capabilities, to sign any and all amendments (including
post-effective amendment) to this Registration Statement on Form S-8 and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his, her or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ W. Bruce Turner Chairman of the Board and
- ----------------------------- acting Chief Executive Officer February 23, 2001
W. Bruce Turner
/s/ Jaymin B. Patel Senior Vice President and February 23, 2001
- ----------------------------- Chief Financial Officer
Jaymin B. Patel
/s/ Robert J. Plourde Vice President and Corporate February 23, 2001
- ----------------------------- Controller (Principal
Robert J. Plourde Accounting Officer)
/s/ Robert M. Dewey, Jr. Director February 23, 2001
- -----------------------------
Robert M. Dewey, Jr.
/s/ Burnett W. Donoho Director February 23, 2001
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Burnett W. Donoho
/s/ Emmett Paige, Jr. Director February 23, 2001
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Lt. Gen. (Ret.)
Emmett Paige, Jr.
/s/ Rt. Hon. Lord Moor Director February 23, 2001
- -----------------------------
The Rt. Hon. Lord Moore
of Lower Marsh, P.C.
/s/ Anthony Ruys Director February 23, 2001
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Anthony Ruys
Director -----------------
- -----------------------------
Philip R. Lochner, Jr.
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
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 auditors)
23.3 Consent of Edwards & Angell (included in Exhibit 5)
24 Power of Attorney (included on signature pages to this
Registration Statement)