UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
Amendment No. 1
To
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 28, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-11250
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GTECH Holdings Corporation
(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 Identification
Incorporation or Organization) Number)
55 Technology Way, West Greenwich, Rhode Island 02817
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(Address of Principal Executive Offices) (Zip Code)
(401) 392-1000
(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934)
Yes [x] No [ ]
Number of shares of Common Stock outstanding as of September 28, 2004:
115,843,583
EXPLANATORY NOTE:
On October 6, 2004, GTECH Holdings Corporation ("GTECH") filed with the
Securities and Exchange Commission its Quarterly Report on Form 10-Q for the
quarterly period ended August 28, 2004 (the "Original Filing"). This Amendment
No. 1 (this "Amendment") hereby amends the Original Filing to include, as Part
II Item 2 thereof, certain information respecting purchases by GTECH of its
equity securities. This Amendment does not otherwise amend or alter in any way
the Original Filing, as filed on October 6, 2004. This Amendment speaks as of
the date of the Original Filing, and GTECH has not updated the disclosure in
this Amendment to speak as of any later date.
Part II. - OTHER INFORMATION
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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The following table sets forth certain information regarding purchases
by GTECH of shares of its Common Stock, par value $.01 per share ("the Shares").
ISSUER PURCHASES OF EQUITY SECURITIES
Period (a) Total (b) Average (c) Total Number (d) Approximate
Number of Price Paid per of Shares Dollar Value of
Shares Purchased Share Purchased as Part Shares that May
of Publicly Yet Be Purchased
Announced Plans Under the Plans or
or Programs (1) Programs
May 2 to May 29, 2004 1,090,000 $25.94 1,090,000 $71,725,545
May 30 to July 3, 2004 0 0 0 $71,725,545
July 4 to July 31, 2004 1,600,000 $21.68 1,600,000 $37,037,020
August 1 to August 28, 2004 959,500 $20.68 959,500 $17,192,029
TOTAL 3,649,500 3,649,500
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(1) On May 14, 2004, GTECH announced the stock purchase program pursuant to
which these Shares were purchased. This stock purchase program authorized
the Company to purchase up to an aggregate of $100 million of its
outstanding Common Stock through February 26, 2005.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits - The exhibits to this report are as follows:
*12.1 Computation of Ratio of Earnings to Fixed Charges
*+31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, of W. Bruce Turner, President and Chief Executive Officer of
the Company
*+31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, of Jaymin B. Patel, Senior Vice President and Chief Financial
Officer of the Company
*+32.1 Certification Pursuant to 18 United States Code Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
W. Bruce Turner, President and Chief Executive Officer of the Company
*+32.2 Certification Pursuant to 18 United States Code Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
Jaymin B. Patel, Senior Vice President and Chief Financial Officer of
the Company.
(b) Reports on Form 8-K - We filed the following reports with the Securities
and Exchange Commission on Form 8-K during the quarter to which this report
relates:
(i) We filed a report on Form 8-K on June 22, 2004 incorporating by
reference a press release we issued on June 22, 2004 announcing our
fiscal 2005 first quarter results. In addition, we incorporated by
reference the transcripts from our fiscal 2005 first quarter earnings
conference call held on June 22, 2004.
(ii) We filed a report on Form 8-K on July 1, 2004 incorporating by
reference a press release we issued on June 29, 2004 respecting
certain developments in Brazil and adjustments to earnings guidance.
(iii)We filed a report on Form 8-K on July 29, 2004 incorporating by
reference a press release we issued on July 29, 2004 setting forth an
update on certain Brazil matters.
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* Denotes Exhibit filed with original filing.
+ Denotes certification filed with this Form 10-Q/A pursuant to applicable
rules.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, GTECH Holdings Corporation has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GTECH HOLDINGS CORPORATION
By: /s/ Michael K. Prescott
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Michael K. Prescott
Vice President and Deputy General Counsel
Dated: November 15, 2004