Registration Statement No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Autotote Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 81-0422894
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State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
750 Lexington Avenue, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Autotote Corporation
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1997 Incentive Compensation Plan
(Full title of the plans)
Martin E. Schloss
Vice President and General Counsel
Autotote Corporation
750 Lexington Avenue
25th Floor
New York, New York 10022
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(Name and Address of Agent For Service)
(212) 754-2233
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share Offering Price Registration Fee
- ----------------- ------------- -------------- -------------- ----------------
Class A Common Stock, $.01
par value ("Class A Common
Stock") 1,600,000 $2.15625(2) $3,450,000 $1,046
(1) This registration statement (the "Registration Statement") covers
shares of Class A Common Stock which may be offered or sold from time
to time pursuant to the Registrant's 1997 Incentive Compensation Plan
(the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee.
The proposed maximum offering price per share has been determined
pursuant to Rules 457(h) and 457(c) promulgated under the Securities
Act of 1933, as amended, on the basis of the average of the high and
low sale prices of the Class A Common Stock as reported on the
American Stock Exchange on January 22, 1998.
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Exhibit index appears on page 7
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been filed by Autotote Corporation
(the "Registrant") with the Securities and Exchange Commission (the "SEC"), are
incorporated by reference in this Registration Statement as of their respective
dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended January 31, 1997, April 30, 1997 and July 31, 1997.
(c) The Registrant's Current Reports on Form 8-K dated April 30, 1997
and August 11, 1997.
(d) The description of the Registrant's Class A Common Stock, $.01 par
value ("Class A Common Stock"), contained in the latest registration statement
of the Registrant under Section 12 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Martin E. Schloss, who is the Vice President and General Counsel of the
Registrant, has acted as counsel to the Registrant in connection with this
Registration Statement and has given an opinion as to the legality of the
securities being registered hereby.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law (the "DGCL"), at Section 145,
provides, in pertinent part, that a corporation may indemnify 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 (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving another corporation, partnership, joint
venture, trust or other enterprise, at the request of the corporation, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Lack of good faith, or
lack of a reasonable belief that one's actions are in or not opposed to the best
interest of the corporation, or with respect to any criminal action or
proceeding, lack of reasonable cause to believe one's conduct was unlawful is
not presumed from the termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or nolo contendere plea or its equivalent. In
addition, the indemnification of expenses (including attorneys' fees) is allowed
in derivative actions, except no indemnification is allowed in respect of any
claim, issue or matter as to which any such person has been adjudged to be
liable to the corporation, unless and only to the extent the Court of Chancery
or the court in which such action or suit was brought decides that
indemnification is proper. To the extent that any such person succeeds on the
merits or otherwise in defense of any of the above described actions
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or proceedings, he shall be indemnified against expenses (including attorneys'
fees). The determination that the person to be indemnified met the applicable
standard of conduct, if not made by a court, is made by the Board of Directors
of the corporation by a majority vote of a quorum consisting of directors not
party to such an action, suit or proceeding or, if a quorum is not obtainable or
a disinterested quorum so directs, by independent legal counsel in a written
opinion or by the stockholders. Expenses may be paid in advance upon the receipt
of undertakings to repay. A corporation may purchase indemnity insurance.
The Certificate of Incorporation of the Registrant, provides at Article
Ninth that no director of the Registrant shall be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty to the
fullest extent allowed by Delaware law. The Registrant's By-laws at Article VII
provide that the Registrant shall indemnify all allowed persons for liabilities
and expenses to the fullest extent allowed by Delaware law.
Article Ninth eliminates the personal liability of directors, as
directors (but not as officers), to the Registrant and its stockholders unless
one of the statutorily required exceptions (breach of the duty of loyalty, bad
faith, etc.) applies. As a result, directors are not liable even for grossly
negligent actions or omissions, including grossly negligent decisions involving
control of the Registrant, in the absence of breach of the duty of loyalty, bad
faith, improper personal benefit or another statutory exception. Article Ninth
does not limit or eliminate the liability of a director for any act or omission
occurring prior to June 15, 1997, when Article Ninth became effective. Also, it
does not affect a director's liability to third parties, nor the liability of a
director to the Registrant or its stockholders arising from any legal
requirement (such as the federal securities laws) other than the duty of care
imposed by Delaware law.
The Board of Directors of the Registrant passed a resolution, dated as
of June 26, 1995, authorizing and directing the Registrant, prior to the final
disposition of the action entitled IN RE AUTOTOTE SECURITIES LITIGATION, in the
United States District Court for the District of Delaware (the "Action"), to
indemnify certain of the present and former officers and directors of the
Registrant (each, an "Individual Defendant"), who have been named as defendants
in the Action, against and reimburse each Individual Defendant for, all expenses
(including reasonable attorneys' fees) actually and reasonably incurred by such
Individual Defendants in connection with the Action.
Item 7. Exemption from Legislation Claimed
Not Applicable
Item 8. Exhibits.
5.1 Opinion of counsel as to legality of the shares of Class A
Common Stock covered by this Registration Statement.
10.1 1997 Incentive Compensation Plan.
10.2 Form of Option Agreement.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of counsel (included in Exhibit 5.1)
24.1 Powers of Attorney for the Registrant are set forth on the
signature page of the Registration Statement.
Item 9. Undertakings
A. Post-Effective Amendments
The Registrant hereby undertakes:
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(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 subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
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.
(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. Subsequent Documents Incorporated by Reference
The Registrant hereby undertakes 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 15(d) of the 1934 Act that is incorporated
by reference in this 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. Claims for Indemnification
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC 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.
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SIGNATURES
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, thereunto duly
authorized, in New York, New York on the 27th day of January, 1998.
Autotote Corporation
(Registrant)
By: /s/ A. Lorne Weil
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A. Lorne Weil,
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Martin E. Schloss and William Luke his true and
lawful attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and any registration statement
for the same offering covered by this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
resubstitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and on the date indicated.
Signature Title(s) Date
/s/ A. Lorne Weil Chairman of the Board, January 27, 1998
- ----------------- President, Chief Executive
A. Lorne Weil Officer and Director (principal
executive officer)
/s/ William Luke Vice President and Chief) January 27, 1998
- ----------------- Financial Officer (principal
William Luke financial officer)
/s/ DeWayne E. Laird Corporate Controller January 27, 1998
- -------------------- (principal accounting officer)
DeWayne E. Laird
/s/ Marshall Bartlett Director January 27, 1998
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Marshall Bartlett
/s/ Larry J. Lawrence Director January 27, 1998
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Larry J. Lawrence
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/s/ Sir Brian Wolfson Director January 27, 1998
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Sir Brian Wolfson
/s/ Alan J. Zakon Director January 27, 1998
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Alan J. Zakon
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INDEX TO EXHIBITS
Page
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5.1 Opinion of counsel as to legality of the shares of Class A Common Stock
covered by this Registration Statement.
10.1 1997 Incentive Compensation Plan.
10.2 Form of Option Agreement.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of counsel.
(included in Exhibit 5.1).
24.1 Powers of Attorney for the Registrant are set forth on the signature
page of the Registration Statement.
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