<PAGE>
Registration Statement No.33-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Autotote Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 81-0422894
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
750 Lexington Avenue, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Autotote Corporation
1995 Equity Incentive Plan
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(Full title of the plans)
Martin E. Schloss
Vice President and General Counsel
Autotote Corporation
750 Lexington Avenue
25th Floor
New York, New York 10022
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(Name and Address of Agent For Service)
(212) 754-2233
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(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum Amount of
to be to be Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Class A Common
Stock, $.01
par value ("Class A Common Stock") 75,000 $ 2.8750(2) $ 215,626 $ 74.35
Class A Common Stock 809,000 $ 3.0000(2) $2,427,000 $ 836.90
Class A Common Stock 102,000 $ 3.1875(2) $ 325,125 $ 112.11
Class A Common Stock 70,000 $ 3.2500(2) $ 227,500 $ 78.45
Class A Common Stock 2,500 $ 3.3125(2) $ 8,281.25 $ 2.86
Class A Common Stock 45,000 $ 3.3750(2) $ 151,875 $ 52.37
Class A Common Stock 40,000 $ 3.5000(2) $ 140,000 $ 48.28
Class A Common Stock 72,000 $17.2500(2) $1,242,000 $ 428.28
Class A Common Stock 784,500 $ 3.0625(3) $2,402,531.25 $ 828.46
Total 2,000,000 -- $7,139,938.50 $2,462.06
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</TABLE>
(1) This registration statement (the "Registration Statement") covers shares of
Class A Common Stock which may be offered or sold from time to time
pursuant to the Registrant's 1995 Equity Incentive Plan (the "Plan").
(2) The proposed maximum offering price per share has been determined pursuant
to Rule 457(h)(1) promulgated under the Securities Act of 1933, as amended
(The "Securities Act"), based upon the prices at which options previously
granted pursuant to the Plan may be exercised.
(3) Estimated solely for the purpose of calculating the registration fee. The
proposed maximum offering price per share has been determined pursuant to
Rules 457(h) and 457(c) promulgated under the Securities Act on the basis
of the average of the high and low sale prices of the Class A Common Stock
as reported on the American Stock Exchange on June 10, 1996.
Page 1 of 10
Exhibit index appears on page 8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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The following documents, which have been filed by Autotote Corporation
(the "Registrant") with the Securities and Exchange Commission (the "SEC"), are
incorporated by reference in this Registration Statement as of their respective
dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended January 31, 1996 and April 30, 1996.
(c) The Registrant's Current Report on Form 8-K filed with the SEC on
March 7, 1996.
(d) The description of the Registrant's Class A Common Stock, $.01
par value ("Class A Common Stock"), contained in the latest registration
statement of the Registrant under Section 12 of the Securities Exchange Act of
1934, as amended (the "1934 Act"), including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
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Martin E. Schloss, who is the Vice President and General Counsel of
the Registrant, has acted as counsel to the Registrant in connection with this
Registration Statement and has given an opinion as to the validity of the
securities being registered hereby.
Item 6. Indemnification of Directors and Officers
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Article Seven of the Registrant's By-Laws requires that the Registrant
indemnify such persons for such liabilities in such manner under such
circumstances and to such extent as permitted by Section 145 of the Delaware
General Corporation Law (the "GCL"), and also allows the Board of Directors of
the Registrant to authorize the purchase and maintenance of insurance for the
purpose of such indemnification. Section 145 of the GCL authorizes the
Page 2 of 10
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indemnification of directors, officers, employees and agents against liability
incurred by reason of being a director, officer, employee or agent, and against
expenses (including attorneys' fees) in connection with any threatened, pending
or completed action, suit or proceeding seeking to establish such liability, in
the case of third-party claims, if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant. Indemnification is also authorized with respect to any criminal
action or proceeding where such person had no reasonable cause to believe his
conduct was unlawful. Section 145 of the GCL also authorizes the indemnification
of directors, officers, employees and agents against liability incurred by
reason of being a director, officer, employee or agent, and against expenses
(including attorneys' fees) in connection with any threatened, pending or
completed action, suit or proceeding by or in the right of the Registrant, if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Registrant, provided that no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the Registrant unless and
only to the extent the court in which such action or suit was brought shall
determine that such person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.
In addition, Article Ninth of the Registrant's Certificate of
Incorporation ("Article Ninth") provides that no director of the Registrant
shall be liable to the Registrant or its stockholders for monetary damages for
any breach of fiduciary duty to the fullest extent permitted by the GCL. By
virtue of this provision, under the GCL a director of the Registrant will not be
personally liable for monetary damages for breach of his fiduciary duty, except
for liability for (i) breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) dividends or stock
repurchases or redemptions that are unlawful under Delaware law, or (iv) any
transaction from which the director derived an improper personal benefit.
Article Ninth eliminates the personal liability of directors, as
directors (but not as officers), to the Registrant and its stockholders unless
one of the statutorily required exceptions (breach of the duty of loyalty, bad
faith, etc.) applies. As a result, directors are not liable even for grossly
negligent actions or omissions, including grossly negligent decisions involving
control of the Registrant, in the absence of breach of the duty of loyalty, bad
faith, improper personal benefit or another statutory exception. Article Ninth
does not limit or eliminate the liability of a director for any act or omission
occurring prior to June 15, 1987, when Article Ninth became effective. Also, it
does not affect a director's liability to third parties, nor the liability of a
director to the Registrant or its stockholders arising from any legal
requirement (such as the
Page 3 of 10
<PAGE>
federal securities laws) other than the duty of care imposed by Delaware law.
The Board of Directors of the Registrant passed a resolution, dated as
of June 26, 1995, authorizing and directing the Registrant, prior to the final
disposition of the action entitled In Re Autotote Securities Litigation, in the
------------------------------------
United States District Court for the District of Delaware (the "Action"), to
indemnify certain of the present and former officers and directors of the
Registrant (each, an "individual Defendant" ), who have been named as defendants
in the Action, against and reimburse each Individual Defendant for, all expenses
(including reasonable attorneys' fees) actually and reasonably incurred by such
Individual Defendants in connection with the Action.
Item 8. Exhibits.
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5.1 Opinion of counsel as to legality of the shares of Class
A Common Stock covered by this Registration Statement.
23.1 Consent of independent accountants.
23.2 Consent of counsel (included in Exhibit 5.1)
24.1 Powers of Attorney for the Registrant are set forth on the signature
page of the Registration Statement.
Item 9. Undertakings.
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A. Post-Effective Amendments
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The 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, as amended (the "1933 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;
Page 4 of 10
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provided, however, that subparagraphs (i) and (ii) above will not apply if the
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information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
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
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thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. Subsequent Documents Incorporated by Reference
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The Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the 1934 Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
----
fide offering thereof.
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C. Claims for Indemnification
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Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
Page 5 of 10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York on the 11th day of June, 1996.
Autotote Corporation
(Registrant)
By: /s/ A. Lorne Weil
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A. Lorne Weil
Chairman of the Board
Each person whose signature appears below constitutes and appoints
Martin E. Schloss his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (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
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, or his substitute, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Name Title Date
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<S> <C> <C>
/s/ A. Lorne Weil Chairman of the Board, Chief June 11, 1996
- --------------------- Executive Officer and Director
A. Lorne Weil (Principal executive officer)
/s/ William Luke Vice President and Chief June 11, 1996
- --------------------- Financial Officer
William Luke (principal financial and
accounting officer)
/s/ Sir Brian Wolfson Director June 11, 1996
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Sir Brian Wolfson
/s/ Alan J. Zakon Director June 11, 1996
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Alan J. Zakon
/s/ Larry J. Lawrence Director June 11, 1996
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Larry J. Lawrence
/s/ Marshall Barlett Director June 11, 1996
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Marshall Bartlett
/s/ Thomas H. Lee Director June 11, 1996
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Thomas H. Lee
</TABLE>
Page 6 of 10
<PAGE>
INDEX TO EXHIBITS
Page
----
5.1 Opinion of counsel as to legality of the 9
shares of Class A Common Stock covered by
this Registration Statement.
23.1 Consent of independent accountants. 10
23.2 Consent of counsel.
(included in Exhibit 5.1).
24.1 Powers of Attorney for the Registrant are
set forth on the signature page of the
Registration Statement.
Page 8 of 10
<PAGE>
[LOGO OF AUTOTOTE APPEARS HERE]
Exhibit 5.1
June 11, 1996
Autotote Corporation
750 Lexington Avenue
New York, New York 10022
Ladies and Gentlemen:
I am the Vice President and General Counsel of Autotote Corporation, a
Delaware corporation (the "Company"), and have acted as counsel to the Company
in connection with its Registration Statement on Form S-8 filed pursuant to the
Securities Act of 1933, as amended, relating to its 1995 Equity Incentive Plan
(the "Plan"). The total number of shares of the Company's Class A common stock,
$.01 par value, issuable under the Plan is 2,000,000 (the "Shares").
For purposes of the opinions expressed in this letter, I have examined
the Certificate of Incorporation and By-laws of the Company, records of the
corporate proceedings of the Company, and such other documents and records of
the Company as I have deemed necessary or appropriate as a basis for such
opinions. In making my examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals and the conformity to the originals of
all documents submitted to me as photostatic or conformed copies.
I am a member of the Bar of the State of New York and, for purposes of
the opinions expressed in this letter, do not hold myself out as expert on, nor
am I, in rendering the opinions expressed herein, passing on the laws of any
jurisdiction other than the federal laws of the United States, the laws of the
State of New York and the General Corporation Law of the State of Delaware.
Based on the foregoing, and having regard to such legal considerations
as I have deemed relevant, I am of the opinion that the Shares have been duly
authorized and, upon the issuance thereof and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
I hereby consent to the inclusion of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Martin E. Schloss
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Martin E. Schloss
Page 9 of 10
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Exhibit 23.1
The Board of Directors and Stockholders
Autotote Corporation:
We consent to the incorporation by reference of our report date
December 11, 1995, except for Note 10 which is as of January 26, 1996, relating
to the consolidated balance sheets of Autotote Corporation and subsidiaries as
of October 31, 1995 and 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended October 31, 1995, and the related financial statement
schedule, which report appears in the October 31, 1995, annual report on
Form 10-K of Autotote Corporation.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
New York, New York
May 29, 1996
Page 10 of 10
