Filed pursuant to Rule 424(b)(3)
Registration No. 333-83492
PROSPECTUS SUPPLEMENT NO. 1
TO PROSPECTUS DATED JUNE 3, 2002
$175,000,000
GTECH Holdings Corporation
1-3/4% Convertible Debentures due December 15, 2021
fully and unconditionally guaranteed by
GTECH Corporation and Certain of its Subsidiaries
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This prospectus supplement no. 1 relates to the resale by the selling
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of their interests) of 1-3/4%
Convertible Debentures due December 15, 2021 issued by GTECH Holdings
Corporation and the shares of GTECH common stock issuable upon conversion of
those debentures.
This prospectus supplement should be read in conjunction with the
prospectus dated June 3, 2002, which is to be delivered with this prospectus
supplement. This prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus. Terms used in
this prospectus supplement and not otherwise defined herein have the meanings
with which they are used in the prospectus.
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The table of selling securityholders contained in the prospectus is
hereby amended to add the entities named below as selling securityholders.
Aggregate Number of
Principal Shares of Percentage of
Amount of Percentage of GTECH Common Shares of GTECH
Debentures That Debentures Stock That May Common Stock
Name May Be Sold Outstanding Be Sold (1) Outstanding (2)
Amerisure Mutual Insurance Company .............................. $ 275,000 * 10,000 *
BGI Global Investors c/o Forest Investment Mngt L.L.C ........... $ 85,000 * 3,090 *
Credit Suisse First Boston Corp. (3) ............................ $ 857,000 * 31,163 *
Forest Alternative Strategies II ................................ $ 23,000 * 836 *
Forest Fulcrum Fund L.L.P ....................................... $ 325,000 * 11,818 *
Forest Global Convertible Fund Series A-5 ....................... $1,214,000 * 44,145 *
Hamilton Multi-Strategy Master Fund, L.P. ....................... $ 500,000 * 18,181 *
LLT Limited ..................................................... $ 85,000 * 3,090 *
Lyxor Master Fund c/o Forest Investment Mngt. L.L.C ............. $ 337,000 * 12,254 *
RBC Capital Services Inc. c/o Forest Investment Mngt L.L.C ...... $ 47,000 * 1,709 *
Relay 11 Holdings c/o Forest Investment Mngt. L.L.C ............. $ 42,000 * 1,527 *
Sylvan (IMA) Ltd c/o Forest Investment Mngt. L.L.C .............. $ 190,000 * 6,909 *
Zurich Master Hedge Fund c/o Forest Investment Mngt L.L.C ....... $ 152,000 * 5,527 *
In addition, the following represents updated information regarding
the selling securityholders listed in the table of selling securityholders in
the prospectus:
All other holders of debentures or future pledgees,
donees, assignees, transferees or successors of any
such holders (4)(5) ............................................. $22,730,000 12.99% 826,545 1.42%
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(1) Assumes conversion of all of the holder's debentures at a conversion price
of $27.50 per share of common stock. This conversion price is subject to
adjustment, however, as described under "Description of Debentures--Conversion
Rights--Conversion Price Adjustments" beginning on page 19 of the prospectus. As
a result, the number of shares of common stock issuable upon conversion of the
debentures may increase or decrease in the future. Does not include shares of
GTECH common stock that we may issue upon purchase of debentures by us at the
option of the holder.
(2) Calculated according to Rule 13d-3(d)(i) of the Exchange Act, using
57,270,958 shares of common stock outstanding as of May 24, 2002. In calculating
this amount for each holder, we treated as outstanding the number of shares of
GTECH common stock issuable upon conversion of all of that holder's debentures,
but we did not assume conversion of any other holder's debentures. Does not
include shares of GTECH common stock that we may issue upon purchase of
debentures by us at the option of the holder.
(3) Credit Suisse First Boston Corp. acted as representative of the initial
purchasers in connection with the original issuance of the debentures.
(4) Information about other selling securityholders will be set forth in
additional prospectus supplements, if required.
(5) Except as set forth above, assumes that any other holders of debentures, or
any future pledgees, donees, assignees, transferees or successors of or from any
such other holders of debentures, do not beneficially own any shares of GTECH
common stock other than the shares of common stock issuable upon conversion of
the debentures at the conversion rate.
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Investing in the debentures involves risks that are described in the
prospectus, including the section captioned "Risk Factors" beginning on page 6
of the prospectus.
The date of this prospectus supplement is June 12, 2002