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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GAMETECH INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0612983
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2209 W. 1ST STREET
TEMPE, ARIZONA 85281
(Address of principal executive offices) (Zip Code)
GAMETECH INTERNATIONAL, INC. 1997 INCENTIVE STOCK PLAN
(Full title of the plan)
ANDREJS K. BUNKSE, ESQ.
GAMETECH INTERNATIONAL, INC.
2209 W. 1ST STREET
TEMPE, ARIZONA 85281
(Name and address of agent for service)
(602) 804-1101
(Telephone number, including area code, of agent for service)
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COPIES OF ALL COMMUNICATIONS TO:
PETER P. WALLACE, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
300 S. GRAND AVENUE, 22ND FLOOR
LOS ANGELES, CA 90071
(213) 612-2500
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE(1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 1,869,000 shares $ 3.03 $ 5,657,873(2) $ 1,826
131,000 shares $ 4.06 $ 531,860(2)
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(1) Registration fee calculated pursuant to Rule 457(h) under the Securities
Act of 1933, as amended.
(2) The fee with respect to shares issuable upon the exercise of options to
purchase 1,869,000 shares of Common Stock is calculated upon the basis of
the actual per share exercise price of the stock options awarded. The fee
with respect to 131,000 shares of Common Stock is calculated based upon the
basis of the average of the high and low prices of the Registrant's Common
Stock reported on the Nasdaq National Market on April 24, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by GameTech International, Inc. (the
"Corporation") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference into this Registration Statement.
1. The Corporation's Form 10-K, filed with the Commission for the year
ended October 31, 1997.
2. The Corporation's Form 10-K/A, filed with the Commission for the year
ended October 31, 1997.
3. The Corporation's Form 10-Q, filed with the Commission for the
quarterly period ended January 31, 1998.
4. The Corporation's Form 8-K dated April 1, 1998.
5. The Corporation's Form 8-K dated April 17, 1998.
6. The description of the Corporation's Common Stock contained in the
Corporation's Registration Statement on Form 8-A filed with the
Commission on November 20, 1998 under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including all
amendments and reports updating such description.
All documents subsequently filed by the Corporation with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Plan meeting the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation's Amended and Restated Bylaws (the "Bylaws") provide that to the
fullest extent permitted by the Delaware General Corporation Law (the "DGCL"), a
director of the Corporation shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Under the DGCL, liability of a director may not be limited (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 that involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases and (iv) for any transaction from which the
director derives an improper personal benefit. The effect of the provisions of
the Bylaws is to eliminate the rights of the Corporation and its stockholders
(through stockholders' derivative suits on behalf of the Corporation) to recover
monetary damages against a director for breach of the fiduciary duty of care as
a director (including breaches resulting from negligent or grossly negligent
behavior), except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate the rights of the Corporation or any
stockholder to seek nonmonetary relief such as an injunction or rescission in
the event of a breach of a director's duty of loyalty. In addition, the Bylaws
provide that the Corporation shall indemnify its directors and officers against
losses incurred by any such person by reason of the fact that such person was
acting in such capacity.
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The Corporation maintains an insurance policy which pays the losses of the
Corporation's directors and officers, and the losses of the Corporation to the
extent it has indemnified the directors and officers for such liabilities
arising from acts of the directors and officers in their respective capacities
as such.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as part
of this Registration Statement:
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EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Incorporation of the Corporation, as amended(1)
4.2 Amended and Restated Bylaws of the Corporation(1)
4.3 GameTech International, Inc. 1997 Incentive Stock Plan(1)
5.1 Opinion of Morgan, Lewis & Bockius LLP(2)
23.1 Consent of Ernst & Young LLP(2)
24.1 Power of Attorney (set forth on signature page to this
Registration Statement)
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(1) Incorporated herein by reference to Registration Statement
No. 333-34967
(2) Filed herewith
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1.(a) (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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
* * *
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
(2) The registrant will submit or has submitted the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the plan.
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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 the City of Tempe, State of Arizona, on April 29, 1998.
GAMETECH INTERNATIONAL, INC.
By: /s/ Todd S. Myhre
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Todd S. Myhre
CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of GameTech International, Inc. hereby constitutes and appoints Todd S.
Myhre, John J. Paulson and Andrejs K. Bunkse, and each of them, his true and
lawful attorneys-in-fact and agents, for him and in his name, place and stead,
in any and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act of 1933, including
post-effective amendments and other related documents, and to file the same with
the Securities and Exchange Commission under said Act, hereby granting power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities indicated on April 29, 1998:
SIGNATURE TITLE
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/s/ Todd S. Myhre Chief Executive Officer (Principal
- -------------------------------------- Executive Officer) and Director
Todd S. Myhre
/s/ Richard T. Fedor Chairman of the Board (Principal
- -------------------------------------- Executive Officer) and Director
Richard T. Fedor
/s/ John J. Paulson Chief Financial Officer and Treasurer
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John J. Paulson Officer)
/s/ Gary R. Held Vice President - Sales & Marketing
- -------------------------------------- and Director
Gary R. Held
/s/ Frederick C. Lane Director
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Frederick C. Lane
/s/ Douglas M. Hayes Director
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Douglas M. Hayes
/s/ Clarence H. Thiesen Director
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Clarence H. Thiesen
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April 30, 1998
GameTech International, Inc.
2209 W. 1st Street
Suite 113-114
Tempe, Arizona 85281
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on April 29, 1998 (the "Registration
Statement"), in connection with the registration of 2,000,000 shares (the
"Shares") of Common Stock, par value $.001 per share (the "Common Stock") of
GameTech International, Inc. (the "Company") reserved for issuance under the
GameTech International, Inc. 1997 Stock Incentive Plan (the "Option Plan"),
which is being filed as an exhibit to the Registration Statement. As your
special counsel, we have examined the proceedings proposed to be taken in
connection with the sale and issuance of the Shares.
Based on these examinations, it is our opinion that upon completion of the
proceedings being taken or which we, as your special counsel, contemplate will
be taken prior to the issuance of the Shares, the Shares when issued and sold
will be legally and validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement. This opinion is furnished to you in connection with the registration
of the Shares and is for the benefit of the Company, and may not be relied upon
by, nor copies delivered to, any other person or entity without our prior
written consent.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1997 Incentive Stock Plan of GameTech
International, Inc. of our report dated December 5, 1997, with respect to the
financial statements and schedule of GameTech International, Inc. included in
its Annual Report (Form 10-K) for the year ended October 31, 1997, filed with
the Securities and Exchange Commission.
Sacramento, California
April 28, 1998
