As filed with the Securities and Exchange Commission on February 16,
1994
Registration No. 33-_____
____________________________________________________________________
====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
INTERNATIONAL GAME TECHNOLOGY
(Exact name of registrant as specified in its charter)
Nevada 88-0173041
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
or organization)
5270 Neil Road
Reno, Nevada 89502
(702) 688-0100
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
D. BRIAN MCKAY
General Counsel and Secretary
International Game Technology
5270 Neil Road
Reno, Nevada 89502
(702) 688-0100
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
____________________________
Copy to:
KENDALL R. BISHOP
O'Melveny & Myers
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
____________________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. _____
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check
the following box. X
___________________________________________
CALCULATION OF REGISTRATION FEE
====================================================================
Proposed Proposed
Maximum Maximum
Title of Shares Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered Per Unit(1) Price Fee
____________________________________________________________________
Common Stock,
par value
$.000625 13,333 $ 27.50 $ 366,657.50 $ 126.43
per share
____________________________________________________________________
(1) Estimated solely for purposes of computing the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
====================================================================
The Company hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Company shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or
until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may
determine.
====================================================================
PROSPECTUS
============
13,333 Shares
INTERNATIONAL GAME TECHNOLOGY
Common Stock
(par value: $.000625 per share)
====================================
This Prospectus relates to 13,333 shares (the "Shares") of
common stock, $.000625 par value (the "Common Stock"), of Inter-
national Game Technology (the "Company") donated by the Company
to the University of Nevada, Las Vegas (the "Selling Stock-
holder"). See "Selling Stockholder - Shares Covered by this
Prospectus." The Shares are being registered for sale by the
Selling Stockholder, and the Company will not receive any of the
proceeds from the sale. See "Plan of Distribution."
The Company's Common Stock is listed on the New York Stock
Exchange (the "NYSE"). The closing sale price per share of the
Common Stock on the NYSE as reported for February 14, 1994, was
$27.375.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February ___, 1994.
====================================
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied
at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 or at its regional offices
located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, 13th Floor, 75 Park
Place, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commis-
sion at 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, at prescribed rates. The Company's Common Stock
is listed on the NYSE. Reports, proxy statements and other
information concerning the Company can be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York
10005.
This Prospectus constitutes a part of a Registration
Statement on Form S-3 filed by the Company with the Commission
under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus omits certain information contained in
the Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to
the Registration Statement and related exhibits for further
information with respect to the Company and the securities
offered hereby. Statements contained herein concerning the
provisions of any document are not necessarily complete and,
in each instance, reference is made to the copy of such docu-
ment filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company
under the Exchange Act with the Commission are incorporated
herein by reference: (i) the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993; and (ii)
the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1993.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus shall be deemed to be incorporated in this
Prospectus by reference and to be a part hereof from the date
of filing such documents. Any statement contained in a docu-
ment incorporated or deemed to be incorporated by reference
4
herein shall be deemed to be modified or superseded for
purposes of this Prospectus 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 replaces such statement. Any statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom a Prospectus is
delivered, upon written or oral request of such person, a copy
of any or all of the documents incorporated herein by refer-
ence (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the
document that this Prospectus incorporates by reference). Re-
quests should be directed to D. Brian McKay, Secretary,
International Game Technology, 5270 Neil Road, Reno, Nevada
89502, telephone number (702) 688-0100.
THE COMPANY
The Company and its subsidiaries design, manufacture and
market microprocessor-based gaming equipment and proprietary
software systems worldwide. The Company is the largest
manufacturer of gaming equipment in North America. The
Company has announced its intention to focus in the future on
its core businesses of manufacturing machines and the
development of proprietary systems software. As part of such
efforts, the Company divested its investments in casino
operations in 1993. The Company was incorporated in Nevada in
December, 1980. Its principal executive offices are located
at 5270 Neil Road, Reno, Nevada 89502 and its telephone number
is (702) 688-0100.
SELLING STOCKHOLDER - SHARES COVERED BY THIS PROSPECTUS
As of the date of this Prospectus, the Selling
Stockholder, which is a Nevada non-profit corporation, owns
13,333 Shares, all of which were donated by the Company to the
Selling Stockholder. After all of the Shares being registered
hereunder are sold, the Selling Stockholder will own no shares
of Common Stock of the Company. The Selling Stockholder has
never had a material relationship with the Company.
5
USE OF PROCEEDS
The net proceeds from the sale of the Shares to which
this Prospectus relates will be received by the Selling Stockhold-
er, and the Company will not receive any such proceeds.
PLAN OF DISTRIBUTION
The Shares may be sold by the Selling Stockholder in one
or more transactions (i) on the NYSE, on which the Common
Stock is listed, or on such other national securities
exchanges on which the Common Stock may be listed, or have
unlisted trading privileges, (ii) in the over-the-counter
market, or (iii) in transactions otherwise than in the over-
the-counter market, or in a combination of such transactions.
Such transactions may be effected by the Selling
Stockholder at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at nego-
tiated prices or at fixed prices. The Selling Stockholder may
effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers will receive compen-
sation in the form of discounts or commissions from the
Selling Stockholder and may receive commissions from the
purchasers of Shares for whom they may act as agent. A broker
or dealer selling Shares for the Selling Stockholder or
purchasing such Shares from the Selling Stockholder for
purposes of resale may be deemed to be an underwriter under
the Securities Act, and any compensation received by any such
broker or dealer may be deemed underwriting compensation.
Neither the Company nor the Selling Stockholder can presently
estimate the amount of such compensation, which is to be paid
by the Selling Stockholder; however, the Company has been
advised that such discounts or commissions from the Selling
Stockholder will not exceed those customary in the types of
transactions involved. The Company will not receive any of
the proceeds from the sale by the Selling Stockholder of the
Shares offered hereby.
The Selling Stockholder has agreed to pay the expenses
incurred in connection with preparing and filing this
Prospectus and the related Registration Statement.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 320,000,000 shares of
Common Stock, par value $.000625 per share. All issued and
outstanding shares of Common Stock are fully paid and non-
assessable. Each stockholder is entitled to one vote for each
share held. The shares of Common Stock do not have cumulative
voting rights in connection with the election of directors.
6
Therefore, the holders of more than 50% of the shares voting
for the election of directors can elect all of the directors
if they choose to do so. Holders of Common Stock share pro
rata in any distribution to stockholders upon liquidation.
They have no preemptive rights to subscribe for any Common
Stock or other securities of the Company, nor do they have any
redemption or conversion rights. Holders of Common Stock have
equal rights to receive dividends if and when declared by the
Board of Directors out of funds legally available therefor.
The Company has paid a $.03 per share dividend for the last
three fiscal quarters.
A Nevada law (the "Control Share Acquisition Statute") is
applicable to the Company which prohibits an acquiror, under
certain circumstances, from voting shares of a target corpora-
tion's stock after crossing certain threshold ownership
percentages, unless the acquiror obtains the approval of the
target corporation's shareholders. The Control Share
Acquisition Statute specifies three thresholds: one-fifth but
less than one-third, one-third but less than a majority, and a
majority or more of the outstanding voting power. Only the
shares acquired in the acquisition that crosses one of the
thresholds are control shares that are deprived of the right
to vote until disinterested shareholders restore the right.
Shares acquired directly from the target corporation are not
control shares. The Control Share Acquisition Statute also
provides that in the event control shares are accorded full
voting rights and the acquiring person has acquired a majority
or more of all voting power, all other shareholders who did
not vote in favor of authorizing voting rights have
dissenters' rights. The Board of Directors is to notify the
shareholders as soon as practicable after such an event has
occurred that they have the right to receive the fair value of
their shares in accordance with statutory procedures
established generally for dissenters' rights.
See "Business -- Government Regulation" in the Company's
Annual Report on Form 10-K for the year ended September 30,
1993, which is incorporated herein by reference, for
information concerning regulations of the Nevada and other
gaming commissions which may affect record or beneficial
owners of the Common Stock.
Continental Stock Transfer and Trust Company serves as
the transfer agent and registrar for the Common Stock.
EXPERTS
The consolidated financial statements and related consol-
idated financial statement schedules of the Company and its
subsidiaries, incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended
7
September 30, 1993, have been audited by Deloitte & Touche,
independent auditors, as stated in their report, which is
incorporated by reference, and have been so incorporated in
reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares being offered hereby will be
passed upon for the Company by D. Brian McKay, General Counsel
and Secretary of the Company. Mr. McKay owns no shares of
Common Stock and has options to purchase 20,000 shares, which
vest at various times prior to January 1999.
8
============================== ==============================
______________________________ ______________________________
No dealer, salesperson or other
individual has been authorized
to give any information or make
any representations not con-
tained in this Prospectus in
connection with the offering
covered by this Prospectus. If
given or made, such information
or representations must not be
relied upon as having been
authorized by the Company.
This Prospectus does not
constitute an offer to sell, or 13,333 Shares
a solicitation of an offer to
buy, any securities other than
the registered securities to
which it relates, or an offer
or a solicitation in any juris- INTERNATIONAL
diction where, or to any person
to whom, it is unlawful. GAME TECHNOLOGY
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an
implication that there has not Common Stock
been any change in the facts
set forth in this Prospectus or (par value $.000625 per Share)
in the affairs of the Company
since the date hereof.
===============================
______________
TABLE OF CONTENTS
PROSPECTUS
______________
Page
Available Information . . . . 2
Incorporation of Certain
Documents by Reference . . 2
The Company . . . . . . . . . 3
Selling Stockholder -
Shares Covered by this
Prospectus . . . . . . . . 3
Use of Proceeds . . . . . . . 3
Plan of Distribution . . . . 4
Description of Capital Stock 4
Experts . . . . . . . . . . . 5
Legal Matters . . . . . . . . 6
================================ ============================
________________________________ ____________________________
II-2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC registration fee . . . . . $ 126.43
*Accounting fees and expenses. . 1200.00
*Legal fees and expenses . . . 7500.00
*Miscellaneous expenses . . . . 173.57
. . . . . . . . . . . . . . . ________
*Total(1) . . . . . . . . . $9000.00
*Estimated.
(1) All expenses will be paid by the Selling
Stockholder.
Item 15. Indemnification of Directors and Officers
Subsection 1 of Section 78.751 of the Nevada General
Corporation Law (the "Nevada Law") empowers a corporation to
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, admini-
strative 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 at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, 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 which he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
II-3
Subsection 2 of Section 78.751 empowers a corporation
to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above
against expenses, including amounts paid in settlement and
attorneys' fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable
to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in
which such action or suit was brought determines that, despite
the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses as the
court deems proper.
Section 78.751 further provides that to the extent a
director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (1) and
(2), or in the defense of any claim, issue or matter therein,
he shall be indemnified by the corporation against expenses
(including attorneys' fees), actually and reasonably incurred
by him in connection therewith; that indemnification provided
for by Section 78.751 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled;
that the scope of indemnification shall continue as to dir-
ectors, officers, employees or agents who have ceased to hold
such positions, and to their heirs, executors and admini-
strators; and empowers the corporation to purchase and
maintain insurance on behalf of a director, officer, employee
or agent of the corporation against any liability asserted
against him or incurred by him in any such capacity or arising
out of his status as such, whether or not the corporation
would have the power to indemnify him against such liabilities
under Section 78.751.
Section 4.10 of the Bylaws of the Company provides for
indemnification of its officers and directors, substantially
identical in scope to that permitted under Section 78.751 of
the Nevada Law. The Bylaws provide, pursuant to Subsection 5
of Section 78.751, that the expenses of officers and directors
incurred in defending any action, suit or proceeding, whether
civil, criminal, administrative or investigative, must be paid
by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon re-
ceipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced if it is ultimately
determined by a court of competent jurisdiction that the
II-4
officer or director is not entitled to be indemnified by the
corporation.
Article V of the Articles of Incorporation of the
Company, as amended, provides for indemnification of its
officers and directors against personal liability to the
Company or its stockholders for monetary damages in connection
with a breach of fiduciary duty as a director or officer to
the fullest extent permitted by the Law of the State of
Nevada.
Item 16. Exhibits
Exhibit
Number Description of Exhibit
5 Opinion and Consent of
D. Brian McKay
23.1 Consent of D. Brian McKay
(contained in Exhibit 5)
23.2 Consent of Deloitte & Touche
Item 17. Undertakings.
The undersigned 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 (the
"Securities Act"), unless the information required
to be included in such post-effective amendment is
contained in a periodic report filed by the regi-
strant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated
herein by reference;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of the Regi-
stration 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 State-
ment, unless the information required to be included
in such post-effective amendment is contained in a
II-5
periodic report filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Ex-
change Act of 1934 and incorporated herein by refer-
ence; and
(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 Registra-
tion Statement.
(2) That, for the purpose of determining any lia-
bility under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration state-
ment 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.
The undersigned 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 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.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pur-
suant to the provisions referred to in Item 15, 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 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 con-
trolling person of the registrant in the successful de-
fense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connec-
tion 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 ex-
II-6
pressed in the Securities Act and will be governed by the
final adjudication of such issue.
==============================================
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reno, State of Nevada, on
February 15, 1994.
INTERNATIONAL GAME TECHNOLOGY
By: /s/ JOHN J. RUSSELL
John J. Russell,
President, Chief Executive
Officer and Director
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.
Each person whose signature appears below hereby
authorizes John J. Russell, G. Thomas Baker and D. Brian
McKay, and each of them, as attorneys-in-fact, to sign on his
or her behalf, individually and in each capacity stated below,
and to file any amendments, including post-effective
amendments, to this Registration Statement.
Signature Title Date
/s/ CHARLES N. MATHEWSON Chairman of February 15, 1994
Charles N. Mathewson the Board
of Directors
/s/ JOHN J. RUSSELL Director, February 15, 1994
John J. Russell President and
Chief Executive
Officer
/s/ G. THOMAS BAKER Executive February 15, 1994
G. Thomas Baker Vice President
Finance and
Chief Financial
Officer (Principal
Financial Officer)
II-8
/s/ SCOTT H. SHACKELTON Chief February 15, 1994
Scott H. Shackelton Accounting
Officer
(Principal
Accounting
Officer)
/s/ WARREN L. NELSON Director February 15, 1994
Warren L. Nelson
/s/ WILBUR K. KEATING Director February 15, 1994
Wilbur K. Keating
/s/ CLAUDINE B. WILLIAMS Director February 15, 1994
Claudine B. Williams
/s/ ALBERT J. CROSSON Director February 15, 1994
Albert J. Crosson
/s/ FREDERICK B. RENTSCHLER Director February 15, 1994
Frederick B. Rentschler
II-9
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
5 Opinion and Consent of D. Brian
McKay . . . . . . . . . . . . .
23.1 Consent of D. Brian McKay
(contained in Exhibit 5) . . .
23.2 Consent of Deloitte & Touche .
February 15, 1994
International Game Technology
520 South Rock Boulevard
Reno, Nevada 89502
Ladies and Gentlemen:
I am the Secretary and General Counsel of International
Game Technology (the "Company"). I have examined the
Registration Statement on Form S-3 (the "Registration Statement")
filed by the Company with the Securities and Exchange Commission
in connection with the registration under the Securities Act of
1933, as amended, of 13,333 shares of the Company's Common Stock,
par value $.000625 per share (the "Shares").
In rendering the following opinion, I have examined
originals, or copies of certified or otherwise identified to my
satisfaction, of such documents, agreements, corporate records,
certificates of public officials and instruments as I have deemed
necessary or appropriate for the purpose of this opinion. In
making such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as
originals and the conformity with the originals of all documents
submitted to me as copies.
Based upon the foregoing, and upon such investigation
as I have deemed necessary, it is my opinion that the Shares have
been validly issued and are fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to me in the
Prospectus which is a part of the Registration Statement.
Sincerely,
/s/ D. BRIAN MCKAY
D. Brian McKay
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of International Game Technology on Form S-3 of our
report dated November 9, 1993, appearing in the Annual Report on
Form 10-K of International Game Technology for the year ended
September 30, 1993 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ DELOITTE & TOUCHE
Reno, Nevada
February 15, 1994
