Filed pursuant to Rule 424(b)(3)
Registration No. 333-83492
PROSPECTUS SUPPLEMENT NO. 2
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. 2 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, as supplemented June 12, 2002, which is to be
delivered with this prospectus supplement. This prospectus supplement is
qualified by reference to the prospectus and prior supplements, except to the
extent that the information in this prospectus supplement supersedes the
information contained in the prospectus or prior supplements. 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 following represents updated information regarding the selling
securityholders listed in the table of selling securityholders in the prospectus
and prior supplements:
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)
Hamilton Multi-Strategy Master Fund, L.P.............. $6,850,000 3.91% 249,090 *
All other holders of debentures or future pledgees,
donees, assignees, transferees or successors of any $16,380,000 9.36% 595,636 1.03%
such holders (3)(4).................................
* Less than one percent (1%).
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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) Information about other selling securityholders will be set forth in
additional prospectus supplements, if required.
(4) Except as set forth above or in the prospectus, 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 18, 2002