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
1995 Equity Incentive 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") 83,182 $ 2.25(2) $187,160 $57
Class A Common Stock 1,916,818 $2.15625(3) $4,133,139 $1,253
Total 2,000,000 -- $4,320,298 $1,310
(1) This registration statement (the "Registration Statement") covers
additional shares of Class A Common Stock which may be offered or sold
from time to time pursuant to the Registrant's 1995 Equity Incentive
Plan, as amended, (the "Plan").
(2) The proposed maximum offering price per share has been determined
pursuant to Rule 457(h)(1) promulgated under the Securities Act of
1933, as amended (the "Securities Act"), based upon the prices at which
options previously granted pursuant to the Plan may be exercised.
Page 1 of 5
Exhibit index appears on page 5
(3) 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 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.
The contents of the Registration Statement on Form S-8 (Registration
No. 333-05811) filed by the Registrant with respect to its 1995 Equity
Incentive Plan are hereby incorporated by reference.
Item 8. Exhibits.
5.1 Opinion of counsel as to legality of the shares of Class A
Common Stock covered by this Registration Statement.
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.
Page 2 of 5
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
- ----------------------
Marshall Bartlett
/s/ Larry J. Lawrence Director January 27, 1998
- ----------------------
Larry J. Lawrence
Page 3 of 5
/s/ Sir Brian Wolfson Director January 27, 1998
- ----------------------
Sir Brian Wolfson
/s/ Alan J. Zakon
- ---------------------- Director January 27, 1998
Alan J. Zakon
Page 4 of 5
INDEX TO EXHIBITS
Page
5.1 Opinion of counsel as to legality of the shares of Class A
Common Stock covered by this Registration Statement.
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.
Page 5 of 5