UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GTECH Holdings Corporation
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 05-0450121
- --------------------------------- -----------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
55 Technology Way
West Greenwich, RI 02817
------------------------------------ -----------
(Address of Principal Executive offices) (Zip Code)
GTECH Holdings Corporation 2004 Employee Stock Purchase Plan
--------------------------------------------------------------------
(Full title of the plan)
Marc A. Crisafulli, Esq.
Senior Vice President and General Counsel
GTECH Holdings Corporation
55 Technology Way 02817
-----------------------------------------------------
(Name and address of agent for service)
with a copy to:
Brendan J. Radigan, 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 per aggregate offering registration fee
share (2) price (2)
- ---------------------- --------------------- --------------------- ------------------------- -------------------
Common Stock, $.01 650,000 shares $25.41 $16,516,500 $2,092.64
par value per share
(1) Represents 650,000 shares under the 2004 Employee Stock Purchase 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 2004 Employee Stock
Purchase 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
December 3, 2004.
- --------------------------------------------------------------------------------
INTRODUCTION
This Registration Statement on Form S-8 is filed by GTECH Holdings
Corporation, a Delaware corporation (the "Company" or Registrant"), relating to
650,000 shares of its common stock, $0.01 par value per share (the "Common
Stock"), issuable to eligible persons under the GTECH Holdings Corporation 2004
Employee Stock Purchase Plan.
- --------------------------------------------------------------------------------
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which the Registrant 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 filed with the Commission
on May 12, 2004;
(2) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter
ended May 29, 2004 filed with the Commission on July 2, 2004, and for
the fiscal quarter ended August 28, 2004 filed with the Commission on
October 6, 2004, and Amendment No. 1 to Quarterly Report for the fiscal
quarter ended August 28, 2004 filed with the Commission on November 15,
2004;
(3) The Registrant's Current Reports on Form 8-K, filed with the Commission
on April 15, 2004, June 22, 2004, July 1, 2004, July 29, 2004,
September 21, 2004, October 29, 2004, November 16, 2004, November 17,
2004, and November 22, 2004; and
(4) The description of the Registrant's Common Stock contained in the
Registrant's amended registration statement on Form S-4/A filed under
Section 12 of the Exchange Act on August 6, 2003, 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 corporation 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 (the "Bylaws") provide that
the Company shall indemnify, to the full extent permitted under Delaware law and
as more particularly detailed in the Bylaws, 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 (each, a "Related
Entity"), provided however, that (i) the Company shall not be obligated to
indemnify an officer or director with respect to any Related Entity against
expenses incurred in connection with an action, suit, proceeding or
investigation to which such person does not actually become a party unless such
expenses were incurred with the approval of the Board of Directors, a committee
thereof, or one of several specified officers of the Company (except, in certain
circumstances, in respect of expenses incurred in connection with service, or
preparation for service, as a witness, which expenses shall be indemnified),
(ii) the Company shall not be obligated to indemnify against any amount paid in
settlement unless the Company has consented to such settlement, and (iii) no
person shall be entitled as a matter of right to indemnification against
expenses incurred in connection with any action or suit commenced by such
person. The Bylaws further provide that any indemnification to be provided to an
officer or director shall be made by the Company only upon a determination (to
be made by: (i) a majority vote of the directors not party to the relevant
action, suit or proceeding, (ii) a committee of such directors designated by a
majority vote of such directors, (iii) if there are no such directors, of if the
directors so direct, by independent counsel in a written opinion, or (iv) by the
stockholders entitled to vote thereon that such indemnification is proper in the
circumstances because such individual has met the applicable standard of
conduct. Expenses (including attorneys' fees and disbursements) actually and
reasonably incurred by officers and directors in defending a civil, criminal,
administrative, regulatory or investigative action, suit or proceeding shall be
paid by the Company in advance of the final disposition of such matter upon
receipt of an undertaking in writing by or on behalf of such person to repay
such amount if it is ultimately determined that such person is not entitled to
be indemnified by the Company in respect of such expense.
Certain of the directors and officers of the Company 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's 1997 Stock Option Plan, 1998 Non-Employee Directors' Stock
Election Plan, 1999 Non-Employee Directors' Stock Option Plan, 2000 Omnibus
Stock Option and Long-Term Incentive Plan, and 2002 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 GTECH Holdings Corporation 2004 Employee Stock Purchase Plan
(incorporated by reference to Registrant's Proxy Statement filed
on June 25, 2004.)
5 Opinion of Edwards & Angell, LLP, counsel to Registrant.
23.1 Consent of Ernst & Young, LLP (Independent Registered Public
Accounting Firm)
23.2 Consent of Edwards & Angell, LLP (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; and
(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) 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 its Bylaws, or otherwise, the Registrant has been advised
that in the opinion of the 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 Town of West Greenwich, State of Rhode Island on December 8,
2004.
GTECH HOLDINGS CORPORATION
By /s/ W. Bruce Turner
-------------------------------------------
W. Bruce Turner
President and 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 amendments) 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 President and Chief Executive December 8, 2004
- --------------------------------- Officer and Director
W. Bruce Turner
/s/ Jaymin B. Patel Senior Vice President and December 8, 2004
- --------------------------------- Chief Financial Officer
Jaymin B. Patel
/s/ Robert J. Plourde Vice President and Corporate December 8, 2004
- --------------------------------- Controller (Principal Accounting
Robert J. Plourde Officer)
/s/ Robert M. Dewey, Jr. Chairman of the Board and Director December 8, 2004
- ---------------------------------
Robert M. Dewey, Jr.
/s/ Christine M. Cournoyer Director December 8, 2004
- ---------------------------------
Christine M. Cournoyer
/s/ Burnett W. Donoho Director December 8, 2004
- ---------------------------------
Burnett W. Donoho
/s/ Sir Jeremy Hanley Director December 8, 2004
- ---------------------------------
The Rt. Hon. Sir Jeremy
Hanley, KCMG
/s/ Philip R. Lochner, Jr. Director December 8, 200
- ---------------------------------
Philip R. Lochner, Jr. 4
/s/ James F. McCann Director December 8, 2004
- ---------------------------------
James F. McCann
/s/ Anthony Ruys Director December 8, 2004
- ---------------------------------
Anthony Ruys
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 Registered Public
Accounting Firm)
23.2 Consent of Edwards & Angell, LLP (included in Exhibit 5)
24 Power of Attorney (included on signature pages to this
Registration Statement)