As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-_____
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9295 Prototype Drive, Reno, Nevada 89511
(702) 448-7777
(Address and telephone number of principal executive offices)
___________________
Barcrest Savings Related Share Option Scheme
(Full title of the plan)
___________________
Sara Beth Brown
Vice President, General Counsel and Secretary
International Game Technology
9295 Prototype Drive, Reno, Nevada 89511
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (702) 448-7777
___________________
Copy to:
Joseph J. Herron, Esq.
O'MELVENY & MYERS LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
- ----------------------------------------------------------------------------
Common Stock, 300,000 $20.21875<2> $6,065,625<2> $1602<2>
$0.000625 par shares<1>
value per share
- ----------------------------------------------------------------------------
<FN>
<1> This Registration Statement covers, in
addition to the number of shares of Common Stock stated
above, options and other rights to purchase or acquire the
shares of Common Stock covered by the Prospectus and,
pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), an additional indeterminate
number of shares, options and rights which by reason of
certain events specified in the Barcrest Savings Related
Share Option Scheme (the "Plan"), may become subject to the
Plan.
<2> Pursuant to Rule 457(h), the maximum offering
price, per share and in the aggregate, and the registration fee
were calculated based upon the average of the high and low prices
of the Common Stock on January 6, 2000 as reported on the New
York Stock Exchange and published in The Western Edition of The
Wall Street Journal.
</FN>
</TABLE>
The Exhibit Index for this Registration Statement is at page 9.
============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of International Game Technology
(the "Company") filed with the Commission are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for its
fiscal year ended September 30, 1998;
(b) The Company's Quarterly Reports on Forms 10-Q for its
quarterly periods ended January 2, 1999, April 3,
1999, and July 3, 1999;
(c) The Company's Current Reports on Forms 8-K filed with
the Commission on December 23, 1998, March 12, 1999,
April 29, 1999, April 30, 1999, July 23, 1999 and
September 8, 1999; and
(d) The description of the Company's Common Stock
contained in its Registration Statement on Form S-3
dated April 23, 1991, and any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a
portion of which is 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
such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
The Company's Common Stock, par value $0.000625 per share
(the "Common Stock"), is registered pursuant to Section 12 of
the Exchange Act, and, therefore, the description of securities
is omitted.
Item 5. Interests of Named Experts and Counsel
The validity of the original issuance of the Common Stock
registered hereby is passed on for the Company by Sara Beth
Brown. Ms. Brown is Vice President, General Counsel and
Secretary of the Company, is compensated as an employee of
the Company, is the holder of restricted shares of the Company's
Common Stock and options to acquire shares of the Company's
Common Stock.
Item 6. Indemnification of Directors and Officers
3
<PAGE>
Nevada Revised Statutes ("NRS") Section 78.037(1) allows a
Nevada corporation to provide in its articles of incorporation
for the elimination or limitation of the personal liability of a
director or an officer to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or an
officer. Any such provision cannot eliminate or limit a
director or an officer's liability (1) for acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of law, and (2) payment of distributions in violation
of Section 78.300 of the NRS.
Section 78.751 of the NRS allows a Nevada corporation to
indemnify any person who was, 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 such
corporation) by reason of the fact that such person is or was an
officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity
may be against expenses (including attorneys' fees), judgments,
fees and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action, suit or
proceeding, provided that he or she acted in good faith and in a
manner he or she 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 or her conduct was unlawful. A Nevada corporation may
indemnify officers and directors in an action by or in the right
of the corporation to procure a judgment in its favor 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 after exhaustion of all appeals
therefrom. When 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 or her against the
expenses which he or she actually and reasonably incurred in
connection with the defense. The indemnification provided is
not deemed to be exclusive of any other rights to which an
officer or director may be entitled under a corporation's
bylaws, by agreement, vote or otherwise, provided that
indemnification will not be allowed if a final adjudication
establishes that the acts and omissions of the director or
officer involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action
(unless indemnification is ordered by a court of competent
jurisdiction).
In accordance with the NRS, Article V of the Company's
Articles of Incorporation provides that no officer or director
of the Company shall have personal liability to the Company or
any of its stockholders for monetary damages for breach of
fiduciary duty as an officer or director. This provision does
not eliminate or limit the liability of an officer or director
for (1) any breach of the officer's or director's duty of
loyalty to the Company, (2) acts or omissions not in good faith
which involve intentional misconduct, fraud or a knowing
violation of law, (3) distributions in violation of the NRS or
(4) any transaction from which the officer or director derived
an improper personal benefit. The provisions of Article V do
not limit or preclude indemnification of an officer or director
by the Company for any liability of the officer or director
which has not been eliminated by the provisions of the Article.
In the event that the law of the State of Nevada is amended
subsequently so as to authorize corporate action further
eliminating or limiting the liability of officers or directors,
the liability of officers or directors shall thereupon be
eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as amended from
time to time.
4
<PAGE>
Section 4.10 of the Company's By-Laws provides that the
Company is obligated to provide indemnity to directors and
officers of the Company to the fullest extent permitted by the
laws of the State of Nevada against all costs, charges,
expenses, liabilities and losses reasonably incurred or suffered
by such persons in their capacities as such. The By-Laws also
provide that the Company may provide indemnification to
employees and agents of the Company, with the same scope and
effect of the foregoing indemnification of directors and
officers. Under the By-Laws, the right to indemnification and
the payment of expenses incurred in defending a proceeding in
advance of its final disposition shall not be exclusive of any
other right which any person may have or thereafter acquire
under any statute, provisions of the Articles of Incorporation,
By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise. The By-Laws also provide that any
director, officer, employee or agent of the Company shall be
indemnified against all costs and expenses actually and
reasonably incurred by him as a witness in any action, suit or
proceeding. The By-Laws further provide that the Board of
Directors may enter into indemnification agreements with any
directors, officers, employees and agents of the Company as it
may designate from time to time, such agreements to provide in
substance the indemnification set forth in the By-Laws.
The Company has a policy of directors and officers
liability insurance which insures directors and officers against
the cost of defense, settlement or payment of a judgment under
certain circumstances. In addition, the Company has entered
into indemnification agreements with its directors and officers
which provide that the Company is required to indemnify such
directors and officers, to the maximum extent permitted by the
laws of the State of Nevada.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index on page 9.
Item 9. Undertakings
(a) 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;
(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 (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
with or furnished to the Commission
5
<PAGE>
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) 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 Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange 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) 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
provisions described in Item 6 above, 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.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Reno, State of Nevada, on the 31st day of December, 1999.
By: /s/ Sara Beth Brown
-------------------------------
Sara Beth Brown
Vice President, General Counsel,
Secretary and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Charles N. Mathewson, G. Thomas Baker, and Sara Beth
Brown, or each of them individually, his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the 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 in and about the premises, 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 any of them individually, or
his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Charles N. Mathewson
- --------------------------- Chairman of the Board December 31, 1999
Charles N. Mathewson and Chief Executive
Officer (Principal
Executive Officer)
/s/ Maureen T. Mullarkey
- --------------------------- Vice President, December 31, 1999
Maureen T. Mullarkey Finance, Treasurer
and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
/a/ Albert J. Crosson
- --------------------------- Director December 31, 1999
Albert J. Crosson
7
<PAGE>
/s/ Wilbur K. Keating
- --------------------------- Director December 31, 1999
Wilbur K. Keating
/s/ Warren L. Nelson
- --------------------------- Director December 31, 1999
Warren L. Nelson
/s/ Frederick B. Rentschler
- --------------------------- Director December 31, 1999
Frederick B. Rentschler
/s/ John J. Russell
- --------------------------- Director December 31, 1999
John J. Russell
- --------------------------- Director December 31, 1999
Rockwell A. Schnabel
- --------------------------- Director December 31, 1999
Claudine B. Williams
8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4. The Rules of the Barcrest Savings Related Share
Option Scheme.
5. Opinion of Company Counsel (opinion re legality).
23.1 Consent of Deloitte & Touche LLP (consent of
independent auditors).
23.2 Consent of Company Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration
Statement under "Signatures").
9
<PAGE>
<PAGE>
INTERNATIONAL GAME TECHNOLOGY CORPORATION
THE RULES
of the
BARCREST SAVINGS RELATED SHARE OPTION SCHEME
Approved by the Inland Revenue on 10 February 1999
(Reference:SRS/2299)
Adopted by the Company in Board Meeting
on 22 January 1999
MACFARLANES
<PAGE>
Table of Contents
Rule Page
1 Definitions 1
2 Applications for Options 5
3 Grant of Options 8
4 Limitations 10
5 Exercise Price 10
6 Exercise of Options 10
7 Substitution of Shares 15
8 Variation of Share Capital 17
9 Rights of Shares Allotted 18
10 Availability of Shares 18
11 Listing 18
12 Transfers of Options 18
13 Loss of Office 19
14 Powers of Directors 19
<PAGE>
INTERNATIONAL GAME TECHNOLOGY CORPORATION
1 Definitions
1.1 In this Scheme the following words and expressions bear the
following meanings, namely:-
the Act: the Income and Corporation Taxes Act 1988;
Adoption Date: the later of the date on which the
Scheme is adopted by a board meeting and the Approval
Date;
Announcement Date: a date on which the Company
announces its results for any period;
Application: an application for an Option in an
Approved Form;
Approval Date: the date on which the Scheme receives
formal Inland Revenue approval;
Approved Form: a form approved by the Board and the
Inland Revenue;
Associated Company: an associated company as defined
in Section 187 of the Act;
Auditors: the Auditors for the time being of the
Company;
Board: the Board of Directors of the Company or a duly
constituted committee of it authorised and empowered to
operate the Scheme consisting wholly of directors of
the Company who are outside directors within the
meaning of Internal Revenue Service Regulations 1.162-
27(e)(3) and "disinterested persons" within the meaning
of US Securities and Exchange Commission Rule 16b-
3(c)(i);
Bonus Date: the date on which Repayments under a
Savings Contract are due being the date on which a
bonus is payable under the Savings Contract as
specified by the Qualified Person in his Application
pursuant to Rules 2.3.3 and 2.3.4 subject to the
provisions of Rule 3.3;
Company: International Game Technology Corporation;
Control: control as defined in Section 840 of the Act;
Date of Grant: the date on which an Option is granted
as specified in the relevant Option Certificate;
Employee: an employee of any company in the Group
(including a director required by the terms of his
employment or office to work for the Group or any part
of it for 25 hours or more per week (exclusive of meal
breaks)) who is not an Excluded Person;
Excluded Person: a person who has a Material Interest;
Exercise Price: the amount payable for each Share on
the exercise of an Option determined in accordance with
Rule 5 below;
Group: the Company and its subsidiaries (as defined in
Section 736 of the Companies Act 1985) over which the
Company has control;
Invitation: a letter of invitation in the Approved
Form;
New York Stock Exchange: The New York Stock Exchange,
State of New York, United States of America;
Market Value: the closing price of a Share on the New
York Stock Exchange, on the last dealing day preceding
the date an Invitation is made under Rule 2.1 on which
dealings in the Shares took place on the New York Stock
Exchange as derived from the Wall Street Journal
expressed in Sterling using as the exchange rate the
[pound symbol]:$ spot exchange rate at close of business
in New York for that day;
Material Interest: an interest in 25 per cent or more
of the Company's share capital contrary to paragraph 8
of Schedule 9 to the Act;
Option: a right to acquire Shares granted pursuant to
the Scheme;
Option Certificate: the Option Certificate in the
Approved Form;
Option Holder: a Qualified Person or a former
Qualified Person who holds an Option in accordance with
the terms of the Scheme, or where the context permits,
a person becoming entitled to any such Option in
consequence of the death of the original Option Holder;
Option Period: a period of six months commencing on
the Bonus Date and being the period within which
(subject to the provisions of the Scheme) the Options
must be exercised, if at all;
Qualified Person: any Employee who:
(i) is chargeable to tax in respect of his employment under Case
1 of Schedule E; and
(ii) will have been so employed by a company in the Group for a
continuous period of at least one year on the date on which the
Board makes its Invitation for Applications under Rule 2.1.
For the avoidance of doubt periods of service with any such
Company prior to its joining the Group shall be disregarded
and a Qualified Person who takes maternity leave under the
provisions of Part VIII of the Employment Rights Act 1996
and exercises her right to return to work under that Act
shall not be deemed to cease to be in the employment of
the Company by virtue of taking that maternity leave and
the period of maternity leave shall count towards the period
of continuous employment;
The Board may, at its discretion, resolve to waive
or vary all or any of the above conditions in
respect of any Employee (but not so that they
breach the requirements of paragraph 26 of
Schedule 9 to the Act). Any Employee to whom the
Board sends an Invitation in exercise of the
discretion shall be allowed to participate in the
Scheme on similar terms to all other Qualified
Persons;
Repayments: repayments made to a Qualified Person
under a Savings Contract and either including or not
including the bonus payable under the Savings Contract
as specified by the Qualified Person in his
Application, subject to the provisions of Rule 3;
Savings Authority: Nationwide Building Society or such
other building society within the meaning of the
Building Societies Act 1986 or bank within the meaning
of the Banking Act 1987 nominated by the Board for the
purpose of the Scheme;
Savings Contract: a certified contractual savings
scheme within the meaning of Section 326 of the Act
entered into by the Qualified Person which has been
approved for the purposes of Schedule 9 to the Act by
the Board of Inland Revenue;
Scheme: the Barcrest Savings Related Share Option
Scheme;
SEC: the United States of America Securities and
Exchange Commission or any successor body;
Shares: common stock at a nominal value of $.000625 in
the capital of the Company whether issued or unissued
which satisfy the conditions specified in paragraphs 10
to 14 inclusive of Schedule 9 to the Act;
Specified Age: 60.
1.2 In this Scheme (unless the context requires otherwise):-
1.2.1 any reference to any statute or statutory provisions
shall be construed as including a reference to any modification,
re-enactment or extension of such statute or statutory provision
for the time being in force, to any subordinate legislation made
under the same and to any former statutes or statutory provisions
which is consolidated or re-enacted;
1.2.2 the singular includes a reference to the plural and
vice versa;
1.2.3 the masculine gender shall include the feminine gender;
1.2.4 references to the exercise of an Option shall where the
context so allows include the exercise of an Option in part.
1.3 The Scheme shall be governed by and construed in accordance
with the law of England and Wales.
2 Applications for Options
2.1 The Board may at any time after the Adoption Date, subject
to any restrictions imposed under the US Securities and Exchange
Commission Rules, invite Applications under the Scheme from
Qualified Persons by sending them Invitations. Provided that:-
2.1.1 if the Company is prevented by statute, order,
regulation or government directive from inviting
Applications from a Qualified Person within any such period then
the Board may invite such Applications within the period of
twenty-one days after the lifting of such restriction; and
2.1.2 the Board may invite Applications outside these periods
in circumstances which it considers in its absolute discretion to
be exceptional.
2.2 Each Invitation shall be in writing and shall specify:-
2.2.1 the Exercise Price (or the time and manner in which the
Exercise Price will be communicated to Qualified Persons);
2.2.2 the last date by which Applications must be received
(which shall be neither earlier than 14 days nor later than 21
days after the date of the Invitation);
2.2.3 whether the Board has decided to allow Qualified
Persons to choose, for the purpose of determining the number of
Shares over which an Option is to be granted, whether the payment
under the Savings Contract is to be taken as including a bonus
available under such Savings Contract (and, if so, which bonus)
or no bonus at all; and
2.2.4 whether it is open to the Qualified Person to choose
between Savings Contracts of different durations and Bonus Dates
falling on different anniversaries of the commencement of the
Savings Contract and, if so, which Bonus Dates;
and the Board may, at its discretion, determine and
include in the Invitations details of the maximum
number of Shares over which Options may be granted at
that time or any maximum monthly saving contribution.
2.3 Each Invitation shall be accompanied by such documents
relating to the Savings Contract as the Savings Authority may
prescribe and an Application which shall provide for the
Qualified Person to state:-
2.3.1 the monthly savings contribution (being a multiple of
[pound symbol]1 and not less than the minimum amount specified
in the Savings Contract) which he wishes to make under the
related Savings Contract;
2.3.2 that his proposed monthly savings contribution under
the Savings Contract, when added to any monthly savings
contributions then being made under any other savings contract
linked to an option granted under the Scheme or any other scheme
approved under Schedule 9 to the Act will not exceed the maximum
permitted under Rule 4.2; and
2.3.3 if he may choose whether the Repayment under the
Savings Contract be taken to include a bonus or no bonus for the
purpose described in Rule 2.2.3, his choice in that respect; and
2.3.4 if he may choose between Savings Contracts of different
durations or Bonus Dates falling on different anniversaries of
the commencement of the Savings Contract, his choice in that
respect;
and to authorise the Board to enter on the form of
Savings Contract such monthly savings contribution (not
exceeding the maximum stated on the Application) as
shall be determined pursuant to Rule 3 below.
2.4 Not later than the date specified in the Invitation as the
last date for receipt of an Application, each person who was a
Qualified Person on the date of the Invitation may, by the return
of a duly completed Application complying with the requirements
of this Rule 2 as specified on the Application, apply for an
Option. A person may only submit one Application for an Option
of any particular duration in response to each Invitation which
he receives, but he may apply for Options of different durations,
if the Invitation so permits. If he receives more than one
Invitation relating to Options proposed to be granted on the same
Date of Grant, he may submit only one Application for an Option
of any particular duration in response to both or all of them,
but he may apply for Options of different durations, if the
Invitation(s) so permit(s).
2.5 An Application for an Option shall be in writing and shall
be accompanied by such documents relating to the Savings Contract
as the Savings Authority may prescribe, and the valid completion
and return of such documents shall be a precondition of the grant
of an Option.
3 Grant of Options
3.1 No Option shall be granted to any director or employee who
has ceased to be a Qualified Person at the Date of Grant.
3.2 Subject to Rules 3.1 and 3.3, the Board shall grant an
Option to each Qualified Person who has submitted a valid
Application in respect of the number of Shares for which he has
applied within 30 days of the date by reference to which the
relevant Exercise Price was fixed. If, in applying the scaling
down provisions contained in Rule 3.3, Options cannot be granted
within the 30 day period referred to in this Rule 3.2, the
Options may be granted within 40 days of the date by reference to
which the relevant Exercise Price was fixed.
3.3 If valid Applications are received for a total number of
Shares in excess of any maximum number of Shares determined by
the Board pursuant to Rule 2.1 or any limitation under Rule 4,
the Board shall scale down Applications by taking the following
steps (or by such other procedure agreed by the Board in advance
with the Inland Revenue) until the number of Shares applied for
equals or is less than the number of Shares available:-
3.3.1 by deeming each choice under Rule 2.3.3 to include a
bonus to be a choice to include no bonus in the Repayment;
3.3.2 by reducing the monthly savings contributions pro rata
(and consequently the number of Shares applied for) provided that
the monthly savings contributions of a Qualified Person shall not
be reduced below the minimum amount specified in the Savings
Contract;
3.3.3 by selecting Applications by lot, each based on a
monthly savings contribution of the minimum specified in the
Savings Contract and the inclusion of no bonus in the Repayment.
If after applying the above steps the number of Shares
available is still insufficient to enable an Option
based on the minimum monthly contributions specified in
the Savings Contract to be granted to each Qualified
Person whose Application so remains, no Options shall
be granted.
3.4 Each Application shall be deemed to have been modified or
withdrawn in accordance with the provisions of Rule 3.3 and the
Board shall complete each Savings Contract proposal form to
reflect any reduction in monthly savings contributions resulting
therefrom.
3.5 As soon as possible after Options have been granted the
Company shall issue to each Option Holder an Option Certificate
executed by the Company in such manner as the Board may from time
to time prescribe. Each Option Certificate shall specify the
Date of Grant of the Option, the number of Shares over which the
Option is granted and the Exercise Price. If any Option
Certificate shall be worn out, defaced, destroyed or lost, it may
be renewed on such evidence being provided as the Board may
reasonably require.
3.6 No amount shall be paid in respect of the grant of an Option
but the maintenance of the Savings Contract by the Option Holder
shall be a condition of the continuance of the Option provided
that the discontinuance of a Savings Contract with a view to the
exercise of an Option will not preclude the Option Holder from
exercising that Option.
4 Limitations
4.1 No Options shall be granted hereunder later than 10 years
after the Adoption Date.
4.2 Contributions made by an Option Holder under his Savings
Contract shall not be less than the minimum amount per month
specified in the Savings Contract and shall be made in multiples
of [pound symbol]1 per month. The maximum payments an Option
Holder may make under his Savings Contract (when aggregated
with the monthly payments being made under any other Savings
Contracts entered into by the Option Holder and at that date
still outstanding) shall be [pound symbol]250 per month or
such other amount as may be specified in paragraph 24 of
Schedule 9 of the Act from time to time.
5 Exercise Price
Each Option is to be an Option to subscribe for or
acquire Shares in the Company at a price per Share
determined by the Board but in any event not less than
the higher of:-
(i) the nominal value of such Share; and
(ii) 80 percent (or such other percentage as may be specified
in paragraph 25 of Schedule 9 to the Act from time to time) of
the Market Value of a Share.
6 Exercise of Options
6.1 Subject to Rules 6.2 and 6.5 below, the Option Holder may
only exercise the Option if:-
6.1.1 at the date of exercise the Option Holder is employed
by or holds office with a company in the Group and is not an
Excluded Person; and
6.1.2 the Option Period has commenced and not expired.
6.2 The Option shall, in the following circumstances, be
exercisable earlier and otherwise than as aforesaid:-
6.2.1 if the Option Holder ceases to hold office or
employment with a company in the Group by reason of injury,
disability evidenced to the satisfaction of the Board or
redundancy (within the meaning of the Employment Rights Act 1996)
or by reason of retirement on reaching the Specified Age or any
other age at which he is bound to retire in accordance with the
terms of his contract of employment or by reason of the Option
Holder ceasing to be a director or employee of a company in the
Group because his employing company ceases to be a member of the
Group or the business or part of the business in which he is
employed is transferred outside the Group then he shall exercise
the Option within six months of so ceasing provided that the
Option may not be exercised more than six months after the
relevant Bonus Date. To the extent that an Option so exercisable
is not exercised within that period it shall then lapse;
6.2.2 if the Option Holder dies before the commencement of
the Option Period while still holding office or being employed by
a company in the Group the Option must be exercised (if at all)
within twelve months of his death by his legal personal
representatives. If the Option Holder dies during the Option
Period while still holding office or being employed by a company
in the Group then the Option may be exercised within twelve
months after the relevant Bonus Date by his legal personal
representatives. To the extent that an Option so exercisable is
not exercised within that period it shall then lapse;
6.2.3 if an Option Holder ceases to hold office or employment
with a company in the Group more than three years after the Date
of Grant for any reason except dismissal by his employer for
dishonesty or fraud then he may exercise the Option within six
months of so ceasing provided that the Option may not be
exercised more than six months after the relevant Bonus Date. To
the extent that an Option so exercisable is not exercised within
that period it shall then lapse;
6.2.4 if an Option Holder reaches the Specified Age, then he
may exercise his Option within six months after attaining that
age, whether or not he retires at that age provided that the
Option may not be exercised more than six months after the
relevant Bonus Date;
6.2.5 if any person obtains Control of the Company while the
Option Holder holds office or is employed by a company in the
Group as a result of making:-
6.2.5.1 a general offer to acquire the whole of the issued
share capital of the Company which is made on a condition
such that if it is satisfied the person making the offer
will have Control of the Company, or
6.2.5.2 a general offer to acquire all the shares in the
Company which are of the same class as the Shares
the Option may be exercised within six months of the
time when the person making the offer has obtained
Control of the Company and any condition subject to
which the offer is made has been satisfied provided
that the Option may not be exercised more than six
months after the relevant Bonus Date. To the extent
that an Option so exercisable is not exercised within
such period, it shall then lapse;
6.2.6 if the Company passes a resolution for voluntary
winding up, the Option may be exercised within six months of the
passing of the resolution provided that the Option may not be
exercised more than six months after the relevant Bonus Date. To
the extent that an Option so exercisable is not exercised within
that period it shall then lapse;
6.2.7 for the purposes of Rule 6.2.5 a person shall be deemed
to have obtained Control of the Company if he and others acting
in concert with him have together obtained Control of it.
6.3 If an Option Holder ceases to hold office or employment with
a company in the Group less than three years after the Date of
Grant for any reason other than those set out in Rules 6.2.1 or
6.2.2 or more than three years after the date of grant for any
reason other than those set out in Rules 6.2.1 to 6.2.3 the
Option shall lapse;
6.4 For the purposes of the Scheme, a woman who leaves
employment due to pregnancy will be regarded as having left the
employment of a company in the Group on the earliest of the date
she notifies her employing company of her intention not to return
and the last day of the 29 week period commencing on the date of
confinement.
6.5 No person shall be treated for the purposes of Rules 6.1,
6.2.1, 6 2.3 and 6.3 as ceasing to hold an office or employment
with a company in the Group until he ceases to hold any office or
employment in any company in the Group or an Associated Company.
If, at the Bonus Date, the Option Holder holds an office or
employment with a company which is a company over which the
Company has Control or an Associated Company but which is not a
member of the Group (or is a member of the Group which does not
participate in the Scheme), then the Option Holder may exercise
the Option during the Option Period.
6.6 Each Option is to be exercisable by an Option Holder once
only in respect of all or any proportion of the Ordinary Shares
comprised in the Option granted to him as adjusted in accordance
with the provisions of the Scheme.
6.7 If, before the earliest time when, in accordance with the
provisions of this Scheme, an Option Holder may exercise an
Option he gives (or under the regulations governing the
Savings Contract is deemed to have given) notice that he intends
to stop paying contributions thereunder, such Option shall
thereupon lapse.
6.8 Exercise of an Option is to be by application in writing
addressed to the Company or to such other person as the Board
shall direct and specifying the number of Shares in respect of
which the Option is being exercised and accompanied by the Option
Certificate, such application to be delivered or sent by prepaid
post to the registered office for the time being of the Company
or to such office as may from time to time be specified by the
Board. Exercise of the Option is conditional on receipt of the
Exercise Price (which shall not exceed the sum obtained by way of
Repayments). For this purpose any Repayment shall exclude the
repayment of any contribution the due date for payment of which
falls:-
6.8.1 more than one month after the date on which the
Repayment is made, or
6.8.2 after the end of the period within which the Option may
be exercised.
If the Company is procuring the transfer of Shares from
a third party under Rule 6.9 then it shall receive the
Exercise Price as agent for the third party.
6.9 Subject to the regulations and enactments for the time being
in force under any applicable national or foreign securities law
and any rules, regulations and other requirements of any stock
exchange or automated quotation system upon which the Shares may
be listed or quoted and subject to compliance by the Option
Holder with the terms of the Option the Company shall not later
than thirty days after receipt of the application and the
relevant Exercise Price make an allotment to the Option Holder of
the number of Shares specified in the application at the Exercise
Price (as adjusted in accordance with the provisions of the
Scheme) and will (subject to the provisions of Rule 6.10) deliver
to the Option Holder evidence of title to such Shares provided
that instead of allotting and issuing the appropriate number of
Shares the Company shall have the right to satisfy its
obligations of allotment by (in whole or in part) procuring that
some or all of the Shares are transferred by a third party to the
relevant Option Holder. For these purposes delivery or transfer
to an Option Holder includes delivery or transfer to a nominee
for the Option Holder provided that the Option Holder acquires
the beneficial ownership of the Shares delivered or transferred.
6.10 The Company shall have no obligation to issue or deliver
evidence of title for Shares under the Scheme prior to:-
6.10.1 obtaining any approvals from governmental agencies that
the Company determines are necessary or advisable; and
6.10.2 completion of any registration or other qualification
of the Shares under any applicable national or foreign law or
ruling of any governmental body that the Company determines to be
necessary or advisable.
7 Substitution of Shares
7.1 Notwithstanding the provisions of Rules 6.2.5 and 6.2.6 if
any company ("the Acquiring Company") shall obtain Control of the
Company as a result of making:-
7.1.1 a general offer to acquire the whole of the issued
share capital of the Company which offer is made on a condition
that if the condition is satisfied the Acquiring Company will
have Control of the Company; or
7.1.2 a general offer to acquire all shares of the Company
which are of the same class as the Shares; or
any Option Holder may at any time within the
appropriate period (as defined in Rule 7.2 below) by
agreement with the Acquiring Company release his Option
under the Scheme ("the Old Option") in consideration of
the grant to him of an option ("the New Option") which
is equivalent (as defined in Rule 7.3 below) to the Old
Option but relates to shares in a company other than
the Company (being either the Acquiring Company or some
other company within the provisions of paragraph 10(b)
or (c) of Schedule 9 to the Act). The New Option
shall, for all the purposes of the Scheme, be treated
as having been acquired at the same time as the Old
Option.
7.2 For the purposes of Rule 7.1 above the appropriate period
means a period of six months beginning with the time when the
Acquiring Company has obtained Control of the Company and (if
applicable) any condition subject to which the offer is made is
satisfied;
7.3 For the purposes of Rule 7.1 above the New Option shall be
equivalent to the Old Option if the requirements of paragraph
15(3)(a) to (d) inclusive of Schedule 9 to the Act are met.
7.4 For the avoidance of doubt if the Option Holder does not
release his rights pursuant to the provisions of this Rule or
exercise his Option pursuant to the provisions of Rules 6.2.5 or
6.2.6 hereof within the periods permitted by those rules then all
such Options held by him shall lapse.
7.5 If, in accordance with this Rule 7, an Old Option is
released and a New Option granted, the New Option shall not be
exercisable under Rules 6.2.3 or 6.2.6 by virtue of the event by
reason of which the New Option was granted.
7.6 Notwithstanding the definitions contained in Rule 1, if a
New Option is granted pursuant to the provisions of Rule 7.1,
then for the purposes of that New Option references (directly or
indirectly) in Rules 6.2.5 and 6.2.6 and 7 and 13 to the Company
and Share shall respectively mean the Acquiring Company and a
share in the capital of the Acquiring Company or of some other
company which satisfies the provisions of paragraphs 10 to 14 of
Schedule 9 to the Act (except that reference to the Company in
the definition of the Group shall continue to refer to
International Game Technology Corporation).
8 Variation of Share Capital
On any variation of the share capital of the Company
(whether by way of capitalisation or rights issue or
sub-division or consolidation of the Shares) the
Exercise Price and the number of Shares comprised in an
Option shall be varied in such manner as the Board
shall determine and such decision of the Board shall be
final and binding on the Option Holder and the Company
provided that:-
8.1 no adjustment to the Exercise Price shall be made pursuant
to the provisions of this Rule which would result in any Shares
being issued unlawfully at a discount and if in the case of any
such Shares such an adjustment would but for this proviso have so
resulted the Exercise Price payable for such Shares shall be the
nominal amount thereof;
8.2 no variation to the number of Shares comprised in an Option
or the Exercise Price thereof shall be made pursuant to any of
the provisions contained in this Rule until the Auditors shall
(acting as experts and not as arbitrators) have certified in
writing that such variation is in their opinion fair and
reasonable;
8.3 no such variation shall be made until the Board of Inland
Revenue have approved such variation.
9 Rights of Shares Allotted
Shares to be allotted pursuant to the exercise of any
Option shall rank pari passu in all respects and as one
class with the Shares in issue at the date of allotment
but shall not rank for any dividend the record date of
which precedes the date of exercise of the Option.
10 Availability of Shares
The Company shall at all times have available
sufficient unissued Shares to meet any exercise of any
Option taking into account any arrangements made by the
Company to procure the transfer by a third party to the
relevant Option Holder of Shares to satisfy (whether in
full or in part) the exercise of any Option.
11 Listing
The Company shall use its reasonable endeavours to
register the Shares allotted pursuant to the exercise
of an Option with the SEC or to effect compliance with
the registration, qualification and listing
requirements of any national or foreign securities
laws, stock exchange or automated quotation system.
12 Transfers of Options
12.1 No Option granted pursuant to this Scheme nor the benefit
thereof may be transferred assigned charged or otherwise
alienated save that nothing herein contained shall prohibit the
transmission of an Option by operation of law.
12.2 If an Option Holder does or suffers an act or thing whereby
he would or might be deprived of the legal or beneficial
ownership of an Option that Option shall forthwith lapse and the
Board shall not knowingly permit its exercise.
13 Loss of Office
If any Option Holder shall cease to hold office or
employment with a company in the Group for any reason
he shall not be entitled by way of compensation for
loss of office or (save as otherwise provided herein)
on any other basis to any sum or other benefit to
compensate him for the loss of any right under the
Scheme.
14 Powers of Directors
14.1 The decisions of the Board shall be final and binding in all
matters relating to the Scheme.
14.2 The Board may at any time discontinue the grant of further
Options or decide in any year not to grant any Options. If the
Scheme is discontinued the provisions of the Scheme shall
nevertheless continue in full force and effect in relation to
Options then subsisting.
14.3 The Board may amend any of the provisions of the Scheme in
any way it thinks fit save that:-
14.3.1 (subject as herein provided) it may not modify the
terms of an Option already granted except with the consent of the
Option Holder; and
14.3.2 no amendment shall have effect until approved by the
Board of Inland Revenue.
<PAGE>
December 31, 1999
International Game Technology
9295 Prototype Drive
Reno, Nevada 89511
Re: Registration on Form S-8 of International
Game Technology (the "Company")
Ladies and Gentlemen:
At your request, I have examined the Registration Statement
on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the registration under the
Securities Act of 1933, as amended, of 300,000 shares of Common
Stock, par value $0.000625 per share, of the Company (the "Common
Stock"), to be issued pursuant to the Barcrest Savings Related
Share Option Scheme (the "Plan"). I have examined the
proceedings heretofore taken and to be taken in connection with
the authorization of the Plan and the Common Stock to be issued
pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact
and law as I have deemed relevant, I am of the opinion that the
Common Stock has been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Sara Beth Brown
--------------------------------
Sara Beth Brown
Vice President, General Counsel
and Secretary
<PAGE>
We consent to the incorporation by reference in this Registration
Statement of International Game Technology on Form S-8 of our report
Dated November 10, 1999, appearing in the Annual Report on Form 10-K
of International Game Technology for the year ended October 2, 1999.
/s/ DELOITTE & TOUCHE LLP
- ------------------------------
Reno, Nevada
January 7, 2000
<PAGE>
