Registration Statement No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Autotote Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 81-0422894
-------- ----------
State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
750 Lexington Avenue, New York, New York 10022
--------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Autotote Corporation
1995 Equity Incentive Plan
--------------------------
(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
--------------------------------------------------------------------
(Name and Address of Agent For Service)
(212) 754-2233
--------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share Offering Price Registration Fee
- ----------------- ------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01
par value ("Class A Common
Stock") 83,182 $ 2.25(2) $187,160 $57
Class A Common Stock 1,916,818 $2.15625(3) $4,133,139 $1,253
Total 2,000,000 -- $4,320,298 $1,310
</TABLE>
(1) This registration statement (the "Registration Statement") covers
additional 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, as amended, (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.
Page 1 of 5
Exhibit index appears on page 5
<PAGE>
(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
January 22, 1998.
The contents of the Registration Statement on Form S-8 (Registration
No. 333-05811) filed by the Registrant with respect to its 1995 Equity
Incentive Plan are hereby incorporated by reference.
Item 8. Exhibits.
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 KPMG Peat Marwick LLP
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 2 of 5
<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 27th day of January, 1998.
Autotote Corporation
(Registrant)
By: /s/ A. Lorne Weil
-------------------------------------------
A. Lorne Weil,
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Martin E. Schloss and William
Luke his true and lawful attorneys-in-fact and agents, each acting alone, 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 to this
Registration Statement, including post-effective amendments, and any
registration statement for the same offering covered by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto attorneys-in-fact and agents, and each of them, 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
might or could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
resubstitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment has been signed by the following
persons in the capacities and on the date indicated.
Signature Title(s) Date
--------- -------- ----
/s/ A. Lorne Weil Chairman of the Board, January 27, 1998
- ---------------------- President, Chief Executive
A. Lorne Weil Officer and Director (principal
executive officer)
/s/ William Luke Vice President and Chief January 27, 1998
- ---------------------- Financial Officer (principal
William Luke financial officer)
/s/ DeWayne E. Laird Corporate Controller January 27, 1998
- ---------------------- (principal accounting officer)
DeWayne E. Laird
/s/ Marshall Bartlett Director January 27, 1998
- ----------------------
Marshall Bartlett
/s/ Larry J. Lawrence Director January 27, 1998
- ----------------------
Larry J. Lawrence
Page 3 of 5
<PAGE>
/s/ Sir Brian Wolfson Director January 27, 1998
- ----------------------
Sir Brian Wolfson
/s/ Alan J. Zakon
- ---------------------- Director January 27, 1998
Alan J. Zakon
Page 4 of 5
<PAGE>
INDEX TO EXHIBITS
Page
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 KPMG Peat Marwick LLP.
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 5 of 5
[LOGO OF AUTOTOTE APPEARS HERE]
Exhibit 5.1
January 27, 1998
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 the registration
of 2,000,000 additional shares (the "Shares") of the Company's Class A Common
Stock, par value $.01 per share (the "Common Stock"), which may be issued under
the Company's 1995 Equity Incentive Plan (the "Plan"). The total number of
shares of Common Stock issuable under the Plan is 4,000,000.
For purposes of the opinion 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
opinion. 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 opinion expressed in this letter, do not hold myself out as
expert on, nor am I in rendering the opinion 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 legally issued, fully paid and
nonassessable.
I hereby consent to the inclusion of this letter as an exhibit
to the Registration Statement. In giving such consent we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Martin E. Schloss
---------------------
Martin E. Schloss
Exhibit 23.1
The Board of Directors and Stockholders
Autotote Corporation:
We consent to the incorporation by reference of our report dated
December 5, 1996, except for Notes 7 and 21 which are as of January 29, 1997,
and Note 22 which is as of July 1, 1997, with respect to the consolidated
balance sheets of Autotote Corporation and subsidiaries as of October 31, 1996
and 1995, and the related consolidated statements of operations, stockholders'
equity (deficit), cash flows and financial statement schedule for each of the
years in the three-year period ended October 31, 1996, which report appears in
the October 31, 1996, annual report on Form 10-K of Autotote Corporation.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Short Hills, New Jersey
January 23, 1998
