Filed pursuant to Rule 424(b)(3)
Registration No. 333-83492
PROSPECTUS SUPPLEMENT NO. 10
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. 10 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, June 18, 2002,
June 26, 2002, July 19, 2002, August 21, 2002, September 24, 2002, October 1,
2002, November 13, 2002 and January 3, 2003, 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 contained in the
prospectus and prior supplements:
Number of Shares
Aggregate of GTECH Common Percentage of
Principal Amount Percentage of Stock That May Shares of GTECH
of Debentures Debentures Be Sold (1) Common Stock
Name That May Be Sold Outstanding Outstanding (2)
Akela Capital Master Fund, Ltd. (3)................... $1,410,000 * 51,272 *
* 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
56,522,801 shares of common stock outstanding as of December 28, 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) Akela Capital Master Fund, Ltd. also holds $7,590,000 principal amount
of debentures (representing approximately 4.34% of the debentures outstanding)
purchased in one or more transactions registered or exempt from registration
under the Securities Act of 1933, as amended, which are not restricted
securities within the meaning of such Act and which may be resold without use of
the registration statement or delivery of the prospectus and prospectus
supplements.
Information about other selling securityholders will be set forth in
additional prospectus supplements, if required.
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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 March 25, 2003