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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUTOTOTE CORPORATION
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(Exact name of Registrant as Specified in its Charter)
Delaware 81-0422894
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
750 Lexington Avenue, 25th Floor
New York, New York 10022
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(Address of principal executive offices) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check of a concurrent registration
the following box. [_] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which
to be so registered Each Class is to be Registered
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Class A Common Stock, $.01 par value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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The Registrant's authorized capital stock (collectively, the "Common
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Stock") consists of 100,000,000 shares of Common Stock, $0.01 par value, of
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which 99,300,000 are designated as Class A Common Stock ("Class A Stock") and
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700,000 are designated as Class B Nonvoting Common Stock ("Class B Stock"),
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and 2,000,000 shares of Preferred Stock, $1.00 par value per share ("Preferred
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Stock"). The number of issued and outstanding shares of Class A Stock is
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31,456,164 as of the date hereof. There are no outstanding shares of Class B
Stock or Preferred Stock as of the date hereof. In addition, (i) 6,958,553
shares of Class A Stock are issuable upon the exercise of stock options,
deferred stock and other awards granted or to be granted under various incentive
plans of the Registrant, and 3,219,717 shares of Class A Stock are issuable upon
the exercise of certain warrants, (ii) 146,793 shares of Class B Stock are
issuable upon the exercise of certain warrants, and (iii) the Registrant issued
on August 20, 1993, $40 million principal amount of 5 1/2% convertible
subordinated debentures due 2001, which are convertible into 2,000,000 shares of
Class A Stock at a conversion price of $20 per share.
Holders of Class A Stock are entitled to one vote per share on all matters
to be voted upon by the Registrant's stockholders. There are no cumulative
voting rights, so that holders of more than 50% of the outstanding shares of
Class A Stock have the power to elect all of the Registrant's directors. Holders
of Class A Stock are entitled to receive dividends when, as and if declared by
the Registrant's Board of Directors (the "Board")
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out of funds legally available therefor, after payment of any dividends required
to be paid first on any outstanding shares of Preferred Stock, and subject to
the rights of the holders of Class B Stock to share ratably in such dividends as
described below. The consent of certain bank lenders of the Registrant is
required before payment of any dividends on the Common Stock.
On liquidation, dissolution or winding up of the Registrant, the holders of
Class A Stock are entitled to share ratably with the holders of Class B Stock in
the assets of the Registrant remaining after the payment of all liabilities,
subject to the prior distribution rights of the holders of any Preferred Stock
then outstanding. The holders of Class A Stock have no preemptive, conversion or
other rights to subscribe for additional shares or other securities of the
Registrant. The Class A Stock is not subject to any redemption or sinking fund
provisions. All of the issued and outstanding shares of Class A Stock are fully
paid and nonassessable.
The Class B Stock is identical in all respects with the Class A Stock, and
the holders of Class B Stock have the same rights and privileges as the holders
of Class A Stock, except that (i) holders of Class B Stock have no right to vote
their shares on any matters to be voted upon by the Registrant's stockholders
(except as otherwise provided by law), (ii) if stock dividends payable in shares
of Class A Stock or Class B Stock are declared on the Common Stock, such
dividends will be payable at the same rate on both classes of Common Stock, and
(x) the dividends payable in shares of Class A Stock will be payable to the
holders of Class A Stock, and (y) the dividends payable in shares of Class B
Stock will be payable to the holders of Class B Stock, and (iii) the shares of
Class B Stock are convertible at any time into the same number of shares of
Class A Stock. If the Registrant were to subdivide or combine shares of either
class of Common Stock, a proportionate combination or subdivision of shares of
the other class of Common Stock would also be required. On any liquidation of
the Registrant, after payment of all liabilities and obligations with respect to
any then outstanding Preferred Stock, the assets of the Registrant would be
distributed pro rata to all holders of Common Stock of both classes.
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The Board is authorized, subject to any limitation prescribed by law,
from time to time to issue up to an aggregate of 2,000,000 shares of Preferred
Stock, $1.00 per share, in one or more series, each of such series to have such
voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights, and
such qualifications, limitations or restrictions thereon as shall be determined
by the Board in a resolution providing for the issue of such Preferred Stock.
Thus, any series may, if so determined by the Board have full voting rights
together with
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the Class A Stock or superior or limited voting rights, be convertible into
Class A Stock or another security of the Registrant, and have such other
relative rights, preferences and limitations as the Board shall determine. As a
result, the issuance of such Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Registrant without further
action of the stockholders and may adversely affect the voting and other rights
of holders of Class A Stock. The shares of any class or series of Preferred
Stock need not be identical.
Item 2. Exhibits.
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The Registrant is filing the following documents with the copy of this
registration statement filed by the Registrant with the American Stock Exchange:
1. Registrant's Form 10-K for the fiscal year ended October 31, 1995.
2. Registrant's Form 10-Q for the quarter ended January 31, 1996.
3. Registrant's Proxy Statement dated July 21, 1995.
4. Registrant's Restated Certificate of Incorporation and
Registrant's Bylaws.
5. Specimens of the Class A Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
AUTOTOTE CORPORATION
By: _________________________________
Martin E. Schloss,
Vice President, General Counsel and
Secretary
Date: April 11, 1996
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