<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Autotote Corporation
(Name Of Issuer)
-----------
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
[ ]
(CUSIP Number of Class of Securities)
-----------
LUCIANO LA NOCE NIELS HECK
Olivetti International S.A. The Oak Fund
125 Avenue du X Septembre PO Box 31106 SMB, Corporate Center
Luxembourg West Bay Road
Grand Cayman, Cayman Islands
(1-345) 949 3977
CORRADO ARIAUDO PETER A. COHEN
Olivetti S.p.A. Ramius Securities, LLC, Ramius Capital
Via Jervis, 77 Group, LLC, Peconic Fund, Ltd.
10015 Ivrea, Italy and C4S & Co., LLC
666 Third Avenue
26th Floor
New York, NY 10017
(212) 845-7900
ROBERTO SGAMBATI ROBERTO SGAMBATI
Lottomatica S.p.A. Cirmatica Gaming, S.A.
Via di Porta Latina, 8 Rambla de Catalunya 16, 4E2a
Rome, Italy 00179 Barcelona, Spain 08007
(011 39) 06 772 991 (011 34) 93 317 8300
copies to
Michael S. Immordino David S. Allinson
Latham & Watkins Latham & Watkins
99 Bishopsgate 885 Third Avenue
London New York, NY 10021
EC2M 3XF (212) 906-1200
(011 44) 20 7710 1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
<PAGE>
SCHEDULE 13D
_________________ Page 1 of 18
CUSIP NO.
--------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cirmatica Gaming, S.A.
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) / /
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCES OF FUNDS
AF WC
--------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) / /
--------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
--------------------------------------------------------------------------
7 SOLE VOTING POWER
16,666,666
--------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 1,666,667 (1,333,334 shares solely with
OWNED BY respect to the designation and voting
EACH of directors - See Item 5.)
REPORTING --------------------------------------
PERSON WITH
9 SOLE DISPOSITIVE POWER
16,666,666
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------
<PAGE>
Page 2 of 18
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,333,333 Shares
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
33.2%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
_________________ Page 3 of 18
CUSIP NO.
--------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lottomatica S.p.A.
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) / /
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCES OF FUNDS
Not applicable
--------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) / /
--------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
--------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 0
OWNED BY
EACH --------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------
<PAGE>
Page 4 of 18
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES /X/
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
_________________ Page 5 of 18
CUSIP NO.
--------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ramius Securities, LLC
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / /
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCES OF FUNDS
OO
--------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) / /
--------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------
7 SOLE VOTING POWER
1,070,233
--------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 0
OWNED BY
EACH --------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,070,233
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------
<PAGE>
Page 6 of 18
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,070,233 Shares
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES /X/
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.9%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
_________________ Page 7 of 18
CUSIP NO.
--------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Peconic Fund, Ltd.
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / /
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
--------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) / /
--------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 666,666 (solely with resepct to the
OWNED BY designation and voting of directors -
EACH See Item 5.)
REPORTING
PERSON WITH --------------------------------------
9 SOLE DISPOSITIVE POWER
666,666
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------
<PAGE>
Page 8 of 18
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,666 Shares
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES /X/
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.8%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
_________________ Page 9 of 18
CUSIP NO.
8
--------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ramius Capital Group, LLC
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / /
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCES OF FUNDS
Not applicable
--------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) / /
--------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------
8 SHARED VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY
OWNED BY
EACH --------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------
<PAGE>
Page 10 of 18
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN
SHARES /X/
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, IA
--------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
_________________ Page 11 of 18
CUSIP NO.
--------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
C4S & Co., LLC
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / /
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCES OF FUNDS
Not applicable
--------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) / /
--------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------
8 SHARED VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY
OWNED BY
EACH --------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------
<PAGE>
Page 12 of 18
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN
SHARES /X/
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
_________________ Page 13 of 18
CUSIP NO.
--------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Oak Fund
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) / /
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
--------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) / /
--------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 666,666 (solely with respect to the
OWNED BY designation and voting of directors -
EACH See Item 5.)
REPORTING
PERSON WITH --------------------------------------
9 SOLE DISPOSITIVE POWER
666,666
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------
<PAGE>
Page 14 of 18
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,666 Shares
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.8%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
_________________ Page 15 of 18
CUSIP NO.
--------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Olivetti International S.A.
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / /
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
--------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) / /
--------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
--------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 333,333
OWNED BY
EACH --------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
333,333
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------
<PAGE>
Page 16 of 18
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,333 Shares
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.9%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
_________________ Page 17 of 18
CUSIP NO.
--------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Olivetti S.p.A.
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / /
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
--------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) / /
--------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
--------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 0
OWNED BY
EACH --------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------
<PAGE>
Page 18 of 18
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Schedule 13D") relates to the Class
A Common Stock, par value $0.01 per share ("Common Stock"), of Autotote
Corporation, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 750 Lexington Avenue, 25th Floor, New York,
New York 10022.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed jointly by:
(1) Cirmatica Gaming S.A., a company incorporated under the laws
of Spain ("Cirmatica");
(2) Lottomatica S.p.A., a company incorporated under the laws of
Italy ("Lottomatica");
(3) Ramius Securities, LLC, a limited liability company
incorporated under the laws of Delaware ("Ramius Securities");
(4) Peconic Fund Ltd., a Cayman Islands exempted company
("Peconic");
(5) Ramius Capital Group, LLC, a limited liability company
incorporated under the laws of Delaware ("Ramius Capital");
(6) C4S & Co., LLC a limited liability company incorporated under
the laws of Delaware ("C4S & Co.")
(7) The Oak Fund, a Cayman Islands exempted company ("Oak");
(8) Olivetti International S.A., a company incorporated under the
laws of Luxembourg ("Olivetti International"); and
(9) Olivetti S.p.A., a limited liability company organized under
the laws of Italy ("Olivetti")
(Each of the foregoing shall be known, individually, as a "Reporting
Person" and, collectively, as the "Reporting Persons").
Olivetti is a conglomerate operating through its affiliates and
subsidiaries in the electronics, information technology and telecommunication
fields. The principal executive offices of Olivetti are located at the Via
Jervis, 77, 10015 Ivrea, Italy. Olivetti International, a wholly owned
subsidiary of Olivetti, is engaged in holding investments in
<PAGE>
subsidiaries and affiliated companies providing finance and guarantees to group
affiliates and managing other investments and cash funds. The principal
executive offices of Olivetti International are located at 125 Avenue du X
Septembre, Luxembourg.
Lottomatica is a privately held Italian company whose primary business
is managing the Italian national lottery under the supervision of the Italian
Ministry of Finance. Olivetti directly owns 18%, and through one of its
subsidiaries owns 1.09%, of the shares of Lottomatica and Telecom Italia
S.p.A, through a number of subsidiaries and affiliates, owns 19.7% of the
shares of Lottomatica. Olivetti, through one of its subsidiaries, owns 39.50%
of the shares in Telecom Italia S.p.A. The principal executive offices of
Lottomatica are located at Via di Porta Latina, 8, Rome 00179, Italy.
Cirmatica, a wholly owned subsidiary of Lottomatica, has been newly formed
to hold and control Lottomatica's investment in the Issuer. Cirmatica has not
carried on any significant activities other than in connection with purchasing
shares of Series A Convertible Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), of the Issuer as described in Item 4 of this Schedule 13D.
The principal executive offices of Cirmatica are located at Rambla De Catalunya
16, 4E2a, Barcelona, Spain.
Peconic is principally engaged in the business of investing in securities.
The principal business of Ramius Capital is performing the functions of, and
serving as an advisor to, Peconic. The principal business of CS4 & Co. is
performing the functions, and serving as the managing member, of Ramius Capital.
The principal business of Ramius Securities is investing in securities and
Ramius Securities is a wholly owned subsidiary of Ramius Capital. The principal
business offices of Peconic, Ramius Capital, Ramius Securities and CS4 & Co. are
at 666 Third Avenue, 26th Floor, New York, NY 10017.
Oak is principally engaged in the business of investing in securities. The
principal business office of Oak is P.O. Box 31106 SMB, Corporate Center, West
Bay Road, Grand Cayman, Cayman Islands.
(i) Schedule 1 attached to this Schedule 13D contains the following
information concerning the directors, executive officers or managing members (as
appropriate) of each Reporting Person: (i) name; (ii) citizenship; (iii)
principal business occupation or employment and (iv) the home address or the
name, principal business and address of any corporation or other organization in
which such employment is conducted. Schedule 1 is incorporated herein by
reference.
2
<PAGE>
During the last five years, except as reported below, none of the
Reporting Persons or, to the best of their knowledge, any of their respective
executive officers, directors or managing members (as appropriate) (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceedings was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
In March 1999, proceedings were taken under Italian law against Corrado
Ariaudo, a director of Lottomatica, for failure to make accurate disclosures in
Olivetti S.p.A's 1995 financial statements and 1996 first half financial report.
At a preliminary hearing in the Court of Ivrea, Italy, Mr. Ariaudo was fined
U.S.$15,158.
Olivetti was fined Lire 100 million by the Italian Treasury Ministry for
Olivetti's delay of 24 hours in meeting its obligation to notify Consob (the
Italian equivalent of the Securities and Exchange Commission) of the sale by it
of 24,405,000 shares of Telecom Italia S.p.A. The Court of Appeal has upheld
this decision and Olivetti is considering a further appeal. Mr. Antonio Tesone,
as Chairman and legal representative of Olivetti, is jointly liable for such
fine.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Each of Oak, Peconic and Olivetti International funded its purchase of
Preferred Stock as described in Item 5 from working capital. Cirmatica, which
was formed for the purpose of holding shares of Preferred Stock as described in
Item 5, received a $50,000,000 capital contribution from Lottomatica and
borrowed $50,000,000 from Olivetti pursuant to an oral agreement whereby
Cirmatica is obligated to pay the principal amount of the loan plus interest at
a rate equal to the applicable EURIBOR rate plus 2% at the end of one year from
the date the loan was made. Lottomatica and Olivetti provided such funds from
working capital.
ITEM 4. PURPOSE OF THE TRANSACTION
Simultaneously with the completion of the Issuer's acquisition of
Scientific Games Holding Corp., a Delaware corporation, on September 6, 2000,
the Issuer sold an aggregate of 1,127,500 shares of Preferred Stock to
Cirmatica, Oak, Peconic, Ramius Securities and Olivetti International
(collectively, the "Purchasers") (of which Ramius Securities received 27,500 in
respect of the payment of a placement agent fee). See Item 5 for details
regarding the number of shares of Preferred Stock acquired by each Purchaser.
The Issuer used most of the proceeds received in the sale of the Preferred Stock
to repurchase certain of its existing subordinated debt.
3
<PAGE>
The Purchasers acquired the Preferred Stock as an investment and to obtain
a voice in the management of the Issuer through minority representation on the
Issuer's Board of Directors.
4
<PAGE>
Immediately after the Purchasers acquired the Preferred Stock in
accordance with the rights granted to the Purchasers in the Certificate of
Designations and the Stockholders' Agreement as more fully described in Item 6,
the size of the Issuer's Board of Directors was increased to 10 directors and
four representatives of the Purchasers -- Peter A. Cohen, Luciano La Noce,
Roberto Sgambati and Michael S. Immordino -- were appointed as directors. The
Purchasers have, collectively, been granted the right to elect or, upon
conversion of the Preferred Stock into Common Stock, designate for election, up
to four members to the Issuer's Board of Directors. See Item 6 for a description
of the Purchasers' rights to elect or designate, as the case may be, members to
the Board of Directors of the Issuer depending on the percentage of shares of
Common Stock beneficially owned by the Purchasers.
The foregoing descriptions do not purport to be complete and are qualified
in their entirety by reference to the Certificate of Designations, Preferences
and Relative, Participating, Optional and Other Special Rights of the Series A
Convertible Preferred Stock (the "Certificate of Designations"), the Preferred
Stock Purchase Agreement, dated as of September 6, 2000, by and among the
Purchasers and the Issuer (the "Stock Purchase Agreement"), the Stockholders'
Agreement, dated as of September 6, 2000, by and among the Purchasers and the
Issuer (the "Stockholders' Agreement"), and the Voting Agreement, dated as of
September 6, 2000 (the "Voting Agreement"), by and among the Purchasers (other
than Ramius Securities), a copy of each of which has been filed as an exhibit to
this Schedule 13D and is incorporated herein by reference.
Except as described herein or as contemplated pursuant to an agreement
between Peconic and a third party dated September 6, 2000 whereby such third
party will purchase all of the Preferred Stock held by Peconic in one or more
closings prior to September 6, 2001, none of the Reporting Persons currently
has (i) any plans to dispose of shares of Preferred Stock or shares of Common
Stock into which the shares of Preferred Stock are convertible, (ii) any
intention of acquiring additional shares of Preferred Stock (other than
through in-kind dividends) or Common Stock (other than through the conversion
of Preferred Stock or the exercise of pre-emptive or other rights under the
agreements described in Item 6), or (iii) any plans or proposals which
relate to or would result in (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer, (b)
an extraordinary corporate transaction, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any change
in the present management of the Issuer, (e) any material change in the
present capitalization or dividend policy of the Issuer, (f) any other
material change in the Issuer's business or corporate structure, (g) any
other material change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of securities of the
Issuer to be delisted from a national securities association, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, or (j) any action similar to any of those enumerated in (a) through (i)
above. Notwithstanding the foregoing, each of the Reporting Persons retains
its right to (a) vote the Preferred Stock and elect or designate directors to
the Issuer's Board of Directors as described in Item 6 (subject to the terms
of the Voting Agreement), (b) change its investment intent, (c) propose one
or more possible transactions to the Issuer's Board of Directors, and (d)
acquire additional shares of Preferred Stock or Common Stock from time to
time or to sell or otherwise dispose of all or part of the Preferred Stock
(or any shares of Common Stock into which the Preferred Stock
5
<PAGE>
is converted) beneficially owned by it in any manner permitted by law and the
agreements described in Item 6. In reaching any decision as to its course of
action, each Reporting Person currently expects that it would take into
consideration a variety of factors, including, but not limited to, the
following: the Issuer's business and prospects; other developments concerning
the Issuer and its business generally; other business opportunities available to
such Reporting Person; developments with respect to the business of such
Reporting Person; changes in law and government regulations; general economic
conditions; and money and stock market conditions, including the market price of
the securities of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) As of September 14, 2000, there were then issued and
outstanding 36,909,292 shares of Common Stock of the Issuer, as disclosed by
the Issuer in its Quarterly Report to Form 10-Q filed on such date.
On September 6, 2000, the Purchasers (other than Ramius Securities)
acquired, for an aggregate purchase price of $110,000,000, a total of 1,100,000
shares of Preferred Stock. Olivetti International purchased 20,000 shares of
Preferred Stock for an aggregate purchase price of $2,000,000 ($650,000 of which
was credited to Olivetti as payment for certain transaction expenses), Cirmatica
purchased 1,000,000 shares of Preferred Stock for an aggregate purchase price of
$100,000,000, Oak purchased 40,000 shares of Preferred Stock for an aggregate
purchase price of $4,000,000 and Peconic purchased 40,000 shares of Preferred
Stock for an aggregate purchase price of $4,000,000. Also on September 6, 2000,
Ramius Securities received 27,500 shares of Preferred Stock with an aggregate
value of $2,750,000
6
<PAGE>
as partial payment of a placement agent fee payable by the Issuer equal to 5% of
the gross proceeds received by the Issuer in respect of the sale of Preferred
Stock to the Purchasers pursuant to the Stock Purchase Agreement.
The shares of Preferred Stock referred to above and recorded as owned by
Olivetti International, Cirmatica, Oak and Peconic, together with any shares of
Common Stock issued on the conversion of any such shares of Preferred Stock (the
"Voting Agreement Stock"), are subject to the Voting Agreement as more fully
described in Item 6 below and herein incorporated by reference. By virtue of the
voting arrangements set forth in the Voting Agreement, the parties have agreed
to vote the Voting Agreement Stock as directed by Cirmatica with respect to
designating, and voting for, the persons who shall be elected to the Issuer's
Board of Directors pursuant to the Certificate of Designations and the
Stockholders' Agreement. Under the Voting Agreement, Olivetti International also
agreed to vote all the shares of Preferred Stock owned by it (including all
shares of Common Stock issued on the conversion of such Preferred Stock) as
directed by Cirmatica on all voting matters relating to the Issuer in which
Olivetti International has the right to vote.
As a result of these voting arrangements, Cirmatica, and Lottomatica, as
the sole shareholder of Cirmatica, may be deemed to beneficially own the Voting
Agreement Stock which represents 33.2% of the outstanding Common Stock (assuming
conversion of 1,100,000 shares of the Preferred Stock held by the parties to the
Voting Agreement). Lottomatica hereby disclaims beneficial ownership of the
Voting Agreement Stock and this Schedule 13D shall not be construed as an
admission that Lottomatica is the beneficial owner of the Voting Agreement
Stock.
In addition to its beneficial ownership of the Voting Agreement Stock as
described above, Cirmatica is the record owner of 1,000,000 shares of Preferred
Stock. Assuming the conversion of all of its Preferred Stock as of the date
hereof, Cirmatica would own in the aggregate 16,666,666 shares of Common Stock
of the Issuer, representing approximately 31.1% of the outstanding Common Stock
of the Issuer (the "Cirmatica Common Stock").
Cirmatica has the sole power to vote or to direct the voting of the
Cirmatica Common Stock on all matters and has the sole power to dispose or to
direct the disposition of, the Cirmatica Common Stock. Because Lottomatica is
the sole shareholder of Cirmatica, Lottomatica may be deemed to beneficially own
the Cirmatica Common Stock. Lottomatica disclaims beneficial ownership of the
Cirmatica Common Stock reported herein and this Schedule 13D shall not be
construed as an admission that Lottomatica is the beneficial owner of the
Cirmatica Common Stock.
7
<PAGE>
Ramius Securities is the record owner of 27,500 shares of Preferred Stock.
Ramius Securities also owns 172,600 shares of Common Stock. Assuming the
conversion of all of its Preferred Stock as of the date hereof, Ramius
Securities would own in the aggregate 630,933 shares of Common Stock of the
Issuer, representing approximately 1.7% of the outstanding Common Stock of the
Issuer (the "Ramius Securities Common Stock").
Ramius Securities has the sole power to vote and to dispose of the Ramius
Securities Common Stock. Because Ramius Capital is the sole shareholder of
Ramius Securities and C4S & Co. is the managing member of Ramius Capital, each
of Ramius Capital and C4S & Co. may be deemed to beneficially own the Ramius
Securities Common Stock. Each of Ramius Capital and C4S & Co. disclaim
beneficial ownership of the Ramius Securities Common Stock reported herein and
this Schedule 13D shall not be construed as an admission that either Ramius
Capital or C4S & Co. is the beneficial owner of the Ramius Capital Common Stock.
In addition, Ramius Securities, acting in its capacity as an investment
advisor to certain third parties, has the sole power to vote, or direct the
voting of, and the sole power to dispose, or direct the disposition of, 439,300
shares of Common Stock of which Ramius Securities is not the record owner (the
"Investment Advisor Common Stock"). Ramius Capital, as the sole shareholder of
Ramius Securities, and C4S & Co., as the managing member of Ramius Capital, may
be deemed to beneficially own the Investment Advisor Common Stock. Each of
Ramius Capital and C4S & Co. disclaims beneficial ownership of the Investment
Advisor Common Stock reported herein and this Schedule 13D shall not be
construed as an admission that either Ramius Capital or C4S & Co. is the
beneficial owner of the Investment Advisor Common Stock.
Peconic is the record owner of 40,000 shares of Preferred Stock. Assuming
the conversion of all of its Preferred Stock as of the date hereof, Peconic
would own in the aggregate 666,666 shares of Common Stock of the Issuer,
representing approximately 1.8% of the outstanding Common Stock of the Issuer
(the "Peconic Common Stock").
As described above and solely with respect to designating, and voting for,
the persons who shall be elected to the Issuer's Board of Directors, Cirmatica
has, by contract, the sole power to direct the voting of the Peconic Common
Stock. On all other matters, Peconic has the sole power to vote, or to direct
the voting of, the Peconic Common Stock and has the sole power to dispose, or
direct the disposition of, the Peconic Common Stock. Because Ramius Capital is
the investment advisor to Peconic and C4S & Co. is the managing member of Ramius
Capital, each of Ramius Capital
8
<PAGE>
and C4S & Co. may be deemed to beneficially own the Peconic Common Stock. Each
of Ramius Capital and C4S & Co. disclaim beneficial ownership of the Peconic
Common Stock reported herein and this Statement shall not be construed as an
admission that either Ramius Capital or C4S & Co. is the beneficial owner of the
Peconic Common Stock.
Oak is the record owner of 40,000 shares of Preferred Stock. Assuming the
conversion of all of its Preferred Stock as of the date hereof, Oak would own in
the aggregate 666,666 shares of Common Stock of the Issuer, representing
approximately 1.8% of the outstanding Common Stock of the Issuer (the "Oak
Common Stock").
As described above and solely with respect to designating, and voting for,
the persons who shall be elected to the Issuer's Board of Directors, Cirmatica
has, by contract, the sole power to direct the voting of the Oak Common Stock.
On all other matters, Oak has the sole power to vote, or to direct the voting
of, the Oak Common Stock and has the sole power to dispose, or direct the
disposition of, the Oak Common Stock.
Olivetti International is the record owner of 20,000 shares of Preferred
Stock. Assuming the conversion of all of its Preferred Stock as of the date
hereof, Olivetti International would own in the aggregate 333,333 shares of
Common Stock of the Issuer, representing approximately 0.9% of the outstanding
Common Stock of the Issuer ("Olivetti International Common Stock").
As described above, Cirmatica has, by contract, the sole power to direct
the voting of the Olivetti International Common Stock with respect to all
matters concerning the Issuer in which Olivetti International is entitled to
vote. Olivetti International has the sole power to dispose, or to direct the
disposition, of the Olivetti International Common Stock. As a result, Olivetti,
as the sole shareholder of Olivetti International, may be deemed to beneficially
own the Olivetti International Common Stock. Olivetti disclaims beneficial
ownership of the Olivetti International Common Stock reported herein and this
Schedule 13D shall not be construed as an admission that Olivetti is the
beneficial owner of the Olivetti International Common Stock.
Other than each Purchaser's ownership of Preferred Stock and Ramius
Securities' ownership of 172,600 shares of Common Stock, together with its
beneficial ownership of 439,900 shares of Common Stock by virtue of its capacity
as an investment advisor to certain third parties, each as described herein,
each Reporting Party hereby disclaims beneficial ownership of the Issuer's
Common Stock reported herein and the filing of this Schedule 13D shall not be
9
<PAGE>
construed as an admission that any such Reporting Person is the beneficial owner
of any securities covered by this Schedule 13D.
Except for the purchases of Preferred Stock as described herein, none of
the Reporting Persons nor, to the best of their knowledge, any of their
respective directors, executive officers or managing members (as appropriate)
has effected any transaction involving the Issuer's Common Stock during the last
60 days.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The responses to Items 4 and 5 and Exhibits 1, 2, 3, 4, & 5 of this
Schedule 13D are herein incorporated by reference.
PREFERRED STOCK PURCHASE AGREEMENT
Pursuant to the Stock Purchase Agreement the Issuer made certain customary
representations and warranties relating to, among other things, the Preferred
Stock and the condition of the Issuer's business. The Stock Purchase Agreement
provides that the Issuer shall indemnify each of the Purchasers and their
respective affiliates, directors, shareholders, officers, employees and agents
from and against all damages (including reasonable attorneys fees) arising out
of a breach of (i) any representation or warranty relating to the due
organization, authority and capitalization of the Issuer, the existence of
certain exemptions applicable to Olivetti, Cirmatica, Lottomatica and their
respective affiliates under the change of control provisions contained in the
Issuer's employee severance agreements, and the accuracy of information provided
to the Purchasers, or (ii) covenants made by the Issuer in the Stock Purchase
Agreement and the other transaction documents.
The foregoing description of the Stock Purchase Agreement is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 2.
CERTIFICATE OF DESIGNATIONS
Each share of Preferred Stock is convertible (at the option of the
holder thereof) at any time into the number of fully paid and nonassessable
shares of Common Stock calculated by dividing the Liquidation Preference (as
defined below) by $6.00 (the "Conversion Price"), such Conversion Price to be
adjusted in certain circumstances as provided for in the Certificate of
Designations.
The Preferred Stock, with respect to payment of dividends, redemption
payments and rights upon liquidation, dissolution or winding up the affairs of
the Issuer, ranks senior and prior to the Common Stock and any other class or
series of capital stock of the Company which by its terms ranks junior to the
Preferred Stock. In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Issuer, the holders of the Preferred Stock will
be entitled to receive $100.00 per share (the "Liquidation Preference") plus all
accrued and unpaid dividends prior to the payment date.
The holders of Preferred Stock will receive cumulative dividends at the
annual rate of 6% of the sum of (x) the Liquidation Preference and (y) all
unpaid dividends, if any, whether or not declared, from the date of issuance of
Preferred Stock to the applicable dividend payment date. Dividends will be
payable in additional shares of Preferred Stock or, at the Issuer's option
beginning on September 30, 2002, in cash. In the event the Issuer pays cash
dividends on any of its capital stock, the holders of Preferred Stock will be
entitled to receive any such cash dividends as if the holders converted all of
their Preferred Stock into Common Stock pursuant to the Certificate of
Designations.
From and after September 1, 2003, the Issuer at its option, may redeem all
but not less than all of the shares of Preferred Stock, at the redemption price
of 105% of the Liquidation Preference thereof, plus an amount equal to the
unpaid dividends thereon, if the Current Market Price (as defined in the
Certificate of Designations) of the Common Stock exceeds $10.00 per share and
the Issuer has filed a registration statement covering the shares of Common
Stock underlying the Preferred Stock which has been effective for at least 180
days.
Holders of shares of Preferred Stock are entitled to vote together as a
single class with the holders of shares of Common Stock on all matters as to
which holders of shares of Common Stock are entitled to vote. In such
instances, each share of Preferred Stock will vote on an "as converted"
basis, using the Conversion Price then in effect.
Pursuant to the Certificate of Designations, holders of shares of
Preferred Stock voting together as a single class are entitled to elect: 4 of
the Issuer's directors so long as the Purchasers collectively own more than 25%
of the
10
<PAGE>
outstanding shares of Common Stock (counting the Preferred Stock on an as
converted basis); 3 of the Issuer's directors so long as the Purchasers
collectively own more than 20% of the outstanding shares of Common Stock
(counting the Preferred Stock on an as converted basis); 2 of the Issuer's
directors so long as the Purchaser collectively own more than 10% of the
outstanding Common Stock (counting the Preferred Stock on an as converted
basis); and 1 of the Issuers directors so long as the Purchasers collectively
own 5% of the outstanding Common Stock (counting the Preferred Stock on an as
converted basis). In addition, if the Issuer fails to pay dividends on the
Preferred Stock in accordance with the Certificate of Designations or fails to
provide for the election of directors as specified in the Certificate of
Designations, the number of directors of the Issuer's Board of Directors will be
increased by 3 and the Purchasers will be entitled to elect such additional
directors to serve on the Issuer's Board of Directors. When the failure to pay
such dividends on the Preferred Stock or to provide for such election of
directors is cured, then the rights of the Purchasers to elect such additional
directors will cease, and the term of office of any person elected as an
additional director will terminate and the number of the Issuer's Board of
Directors will be reduced accordingly.
The Certificate of Designations also provides that the Issuer shall
need the consent of the holders of shares of Preferred Stock that own more
than 50% of the then outstanding shares of Preferred Stock to effect any of
the following: (i) any amendment, alteration or repeal of any provision of
the Certificate of Designations; (ii) any amendment, alteration or repeal to
any provision of the Certificate of Incorporation of the Issuer that could
adversely affect the preferences, rights or powers of the Preferred Stock;
(iii) any authorization, issuance or creation of any class or series of
capital stock of the Issuer; (iv) any increase in size of the Board of
Directors of Issuer (except in accordance with the Certificate of
Designations or the Stockholders' Agreement; (v) any change in State of
incorporation of the Issuer; (vi) any delisting of the Issuer's Common Stock
from the American Stock Exchange or listing of Common Stock on a different
exchange or national quotation system; and (vii) any decision, commitment or
other arrangement to effect any of the foregoing.
The foregoing description does not purport to be complete and is qualified
in its entirely by reference to the Certificate of Designations, a copy of which
is filed as Exhibit 3 to this Schedule 13D and is incorporated herein by
reference.
STOCKHOLDERS' AGREEMENT
11
<PAGE>
The Stockholders' Agreement provides, among other things, that the
Purchasers shall have the right under certain circumstances in connection with
new issuances of securities by the Issuer to purchase a number of such
securities from the Issuer necessary to maintain such Purchaser's percentage
ownership interest in the Issuer. These rights to purchase additional securities
of the Issuer will terminate upon the earliest to occur of (a) September 6, 2004
(b) the date on which all of the Preferred Stock is redeemed by the Issuer in
accordance with the Certificate of Designations and (c) the date on which the
Preferred Stock is automatically converted into shares of Common Stock in
accordance with the Certificate of Designations. Each of the Purchasers shall
have a right of over-allotment whereby if any Purchaser fails to purchase
securities of the Issuer to which it is entitled, each other Purchaser shall
have the right to purchase some of the non-purchasing Purchaser's portion of
such securities on a pro rata basis.
The Stockholders' Agreement further provides that Olivetti International
and Cirmatica and their permitted assigns shall be subject to certain standstill
provisions that generally prohibit them from acquiring until September 6, 2004
beneficial ownership of any equity interest of the Issuer which, together with
any equity interest of the Issuer beneficially owned by them would equal more
than 45% of the then outstanding shares of Common Stock of the Issuer or
securities convertible into Common Stock of the Issuer on a fully diluted basis.
Under the Stockholders' Agreement, Olivetti International, Cirmatica and their
permitted assigns will also be prohibited from soliciting proxies with respect
to the Issuer until September 6, 2003.
In addition, the Stockholders' Agreement provides that, subject to the
provisions of the Certificate of Designations, the Board of Directors of the
Issuer shall consist of ten directors and that the Purchasers shall have the
right to designate and have appointed: (A) 4 directors minus the number of
directors that the Purchasers are entitled to elect as a single class pursuant
to the Certificate of Designations, provided that the Purchasers beneficially
own in aggregate at least 25% of the outstanding shares Common Stock of the
Issuer on a fully diluted basis (counting the Preferred Stock on an as converted
basis); (B) 3 directors minus the number of directors that the Purchasers are
entitled to elect as a single class pursuant to the Certificate of Designations,
provided that the Purchasers beneficially own in aggregate at least 20% of the
outstanding shares Common Stock of the Issuer on a fully diluted basis (counting
the Preferred Stock on an as converted basis); (C) 2 directors minus the number
of directors that the Purchasers are entitled to elect as a single class
pursuant to the Certificate of Designations, provided that the Purchasers
beneficially own in aggregate at least 10% of the outstanding shares Common
Stock of the Issuer on a fully diluted basis (counting the
12
<PAGE>
Preferred Stock on an as converted basis); and (D) 1 director minus the number
of directors that the Purchasers are entitled to elect as a single class
pursuant to the Certificate of Designations, provided that the Purchasers
beneficially own in aggregate at least 5% of the outstanding shares Common Stock
of the Issuer on a fully diluted basis (counting the Preferred Stock on an as
converted basis). If the Issuer fails to comply with these provisions, then for
as long as the failure continues, the number of directors on the Board shall be
increased by 3 and the Purchasers shall have the right to designate and have
elected 3 additional directors to the Board regardless of the number of shares
of Common Stock or Preferred Stock held by them. Pursuant to the Stockholders'
Agreement, immediately after the closing of the purchase of the Preferred Stock,
Messrs Luciano La Noce, Peter Cohen, Roberto Sgambati and Michael Immordino, the
representatives of the Purchasers, were appointed as directors of the Issuer.
The Stockholders' Agreement further provides that as long as the
Purchasers beneficially own in aggregate at least 10% of the outstanding shares
of Common Stock of the Issuer on a fully diluted basis (counting the Preferred
Stock on an as converted basis), the consent of the Purchasers holding at least
50% of the shares of Common Stock issued or issuable upon conversion of the
Preferred Stock shall be necessary for authorizing, effecting and validating (i)
any amendment, alteration or repeal of any provision of the Certificate of
Designations; (ii) any amendment, alteration or repeal to any provision of the
Certificate of Incorporation of the Issuer that could adversely affect the
preferences, rights or powers of the Preferred Stock; (iii) any authorization,
issuance or creation of any class or series of capital stock of the Issuer; (iv)
any increase in size of the Board of Directors of Issuer (except in accordance
with the Certificate of Designations or the Stockholders' Agreement); (v) any
change in the State of incorporation of Issuer; (vi) any delisting of Issuer's
Common Stock from the American Stock Exchange or listing of Common Stock on a
different exchange or national quotation system; and (vii) any decision,
commitment or other arrangement to effect any of the foregoing.
Under the Stockholders' Agreement, the Issuer has agreed to effect
"demand" registrations at any time upon the request of any of the Purchasers or
any other person holding Registrable Securities (as defined in the Stockholders'
Agreement), including registrations made on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), for an offering on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act. There is no
limit on the number of "demand" registrations or Form S-3 registrations that may
be requested. The Stockholders' Agreement further provides that, subject to
certain limitations, the Purchasers may include their Registrable Securities in
any registration of stock by the Issuer under the Securities Act.
13
<PAGE>
Under the Stockholders' Agreement, the Issuer is required to pay all
registration expenses (other than underwriting discounts and commissions) with
respect to all registrations made for the benefit of the holders of Registrable
Securities. The Issuer is also required to pay liquidated damages in an amount
equal to 2% of the Issue Amount Per Share (as defined in the Stockholders'
Agreement) in cash of Preferred Stock, in the event the Issuer is not able to
pay cash, each month following the 150-day period in which a registration
statement has not been declared effective by the Securities and Exchange
Commission after the holders of Registrable Securities have requested
registration.
The foregoing description of the Stockholders' Agreement is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
Stockholders' Agreement, a copy of which is filed as Exhibit 4 to the Schedule
13D and is incorporated herein by reference.
VOTING AGREEMENT
Pursuant to the Voting Agreement, Olivetti International, Oak and Peconic
agreed that Cirmatica shall have the right to designate the persons who shall
serve as the directors designees of the Purchasers pursuant to the Certificate
of Designations and Stockholders' Agreement; provided that for so long as the
Purchasers are allowed under the Stockholders' Agreement and the Certificate of
Designations to designate 2 or more directors of the Issuer Peter Cohen shall be
one of the appointed nominees for so long as he remains associated with Peconic
and its affiliates unless Oak, Peconic, or their permitted assigns no longer
beneficially own Preferred Stock (or Common Stock issued on conversion of such
Senior Preferred Stock). Cirmatica, Olivetti International, Oak and Peconic
agreed to vote of Preferred Stock and Common Stock in favor of the designees
designated by Cirmatica. Under the Voting Agreement, Olivetti International, Oak
and Peconic further agreed that Cirmatica shall have the right to designate the
designees who shall serve as members of the committees of the Board.
Olivetti International also agreed to vote as directed by Cirmatica in its
sole and absolute discretion on all matters including, among other things,
ordinary and extraordinary corporate actions and all matters submitted to a
stockholder vote at general or special stockholder meetings of the Issuer.
Each of Olivetti International, Oak and Peconic also agreed that it would
not, and would not permit any of its affiliates (other than Cirmatica and its
Subsidiaries), among other things, to, sell, encumber or otherwise transfer any
of its shares of Preferred Stock or Common Stock without first giving Cirmatica
prior written notice of such proposed
14
<PAGE>
transfer and the opportunity to purchase all but not less than all of such
shares of Preferred Stock or Common Stock at a cash price equal to the sum of
the amount of any cash plus the fair market value of any other consideration
offered by the prospective purchaser.
The foregoing description of the Voting Agreement is not, and does not
purport to be, complete and is qualified in its entirety by reference to the
Voting Agreement, a copy of which is filed as Exhibit 5 to this Schedule 13D.
Except as set forth in this Schedule, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect of any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of the
Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, of the giving or withholding of
proxies, or a pledge or contingency the occurrence of which would give another
person voting power over the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Filed herewith are these exhibits:
(1) Joint Filing Agreement dated September 11, 2000 among
Cirmatica Gaming S.A., Lottomatica S.p.A., Ramius Securities, LLC,
Peconic Fund, Ltd., Ramius Capital Group, LLC, C4S & Co., The Oak
Fund, Olivetti International S.A. and Olivetti S.p.A.,
(2) Preferred Stock Purchase Agreement dated September 6,
2000 between Autotote Corporation, Olivetti International S.A.,
Cirmatica Gaming S.A., The Oak Fund and Peconic Fund Ltd.
(3) Certificate of Designations of Series A Convertible
Preferred Stock of Autotote Corporation (incorporated by
reference to Exhibit 3.3 to the 10-Q Quarterly Report of Autotote
Corporation filed on September 14, 2000).
(4) Stockholders' Agreement dated September 6, 2000 between
Autotote Corporation, Olivetti International S.A., Cirmatica Gaming
S.A., The Oak Fund and Peconic Fund Ltd.
15
<PAGE>
(5) Voting Agreement dated September 6, 2000 between
Olivetti International S.A., Cirmatica Gaming S.A., The Oak Fund and
Peconic Fund Ltd.
16
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.
Dated: September 15, 2000
OLIVETTI INTERNATIONAL S.A.
By: /s/ Luciano La Noce
----------------------
Name: Luciano La Noce
Title: Director
OLIVETTI S.p.A.
By: /s/ Corrado Ariaudo
----------------------
Name: Corrado Ariaudo
Title: General Manager
CIRMATICA GAMING S.A.
By: /s/ Roberto Sgambati
----------------------
Name: Roberto Sgambati
Title: Director
LOTTOMATICA S.p.A.
By: /s/ Roberto Sgambati
----------------------
Name: Roberto Sgambati
Title: Chief Financial Officer
THE OAK FUND
By: /s/ Niels Heck
----------------------
Name: Niels Heck
Title: Director
17
<PAGE>
PECONIC FUND LTD.
By: Ramius Capital Group, LLC
Its: Investment Advisor
By: C4S & Co., LLCC
Its: Managing Member
By: /s/ Peter Cohen
----------------------
Name: Peter Cohen
Title: Managing Member
RAMIUS SECURITIES, LLC
By: Ramius Capital Group, LLC
Its: Investment Advisor
By: C4S & Co., LLCC
Its: Managing Member
By: /s/ Peter Cohen
----------------------
Name: Peter Cohen
Title: Managing Member
RAMIUS CAPITAL GROUP, LLC
By: C4S & Co., LLCC
Its: Managing Member
By: /s/ Peter Cohen
----------------------
Name: Peter Cohen
Title: Managing Member
C4S & CO., LLC
By: /s/ Peter Cohen
----------------------
Name: Peter Cohen
Title: Managing Member
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
Board of Directors and Executive Officers
of
Cirmatica Gaming S.A.
NAME POSITION WITH CITIZENSHIP PRINCIPAL OCCUPATION ADDRESS OF PRINCIPAL BUSINESS
CIRMATICA OCCUPATION
<S> <C> <C> <C> <C>
Roberto Director, Chairman Italy CFO, Lottomatica S.p.A. Via di Porta Latina 8
Sgambati 00179 Rome, Italy
Antonio Director, Company Andorra Partner Rambla de Catalunya 144
Marimon Secretary Bufete Marimon Barcelona, Spain
Prats Asesores
Jaime Director Spain Promociones y Rambla de Catalunya 144
Guillem Actividades Barcelona, Spain
Hernandez RAP S.A.
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Board of Directors and Executive Officers
of
Lottomatica S.p.A.
NAME POSITION WITH CITIZENSHIP PRINCIPAL BUSINESS ADDRESS OF PRINCIPAL BUSINESS
LOTTOMATICA OCCUPATION* OCCUPATION
<S> <C> <C> <C> <C>
Marco Staderini CEO Italy Via di Porta Latina, 8
00179 Rome, Italy
Roberto Sgambati CFO Italy Via di Porta Latina, 8
00179 Rome, Italy
Francesco Longo Administrative Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Emanuela Chiti Human Resources Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Luca Contiello Technologies Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Tommaso Collaro Business Development Italy Via di Porta Latina, 8
Director 00179 Rome, Italy
Fabrizio Menichella Mktg & Communication Italy Via di Porta Latina, 8
Director 00179 Rome, Italy
Daniele Bolognesi Customer Service Italy Via di Porta Latina, 8
Director 00179 Rome, Italy
Antonio Pisanelli Legal & Societary Italy Via di Porta Latina, 8
Director 00179 Rome, Italy
----------------
* To be completed only where principal occupation is not position held with Lottomatica S.p.A.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME POSITION WITH CITIZENSHIP PRINCIPAL BUSINESS ADDRESS OF PRINCIPAL BUSINESS
LOTTOMATICA OCCUPATION* OCCUPATION
<S> <C> <C> <C> <C>
Vitaliano Casalone Director Italy CEO of Lottomatica Via di Porta Latina, 8
International 00179 Rome, Italy
Umberto D'addosio Chairman Italy Died on August 18, 2000 Via di Porta Latina, 8
00179 Rome, Italy
Antonio Garroni Vice Chairman Italy Chairman & CEO Tecnost Sistemi S.p.A.
Corso Massimo D'Azeglio, 69
10015 Ivrea (Torino), Italy
Corrado Ariaudo Director Italy CEO Olivetti Lexicon S.p.A.
Via Jervis, 77
10015 Ivrea, Italy
Massimo Armellini Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Sergio Baronci Director Italy Consiglieri Amministrazioni Arianna 2001 S.R.L.
Via Leopoldo Serra, 32
00153 Rome, Italy
Giorgio Bertolina Director Italy CFO, Executive V.P., Marconi Communications S.p.A.
Via Negrone S.A
10153 Genoa, Italy
Mario Blankenburg Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Arturo Bonfanti Director Italy Technical Operations Manager Albacom S.p.A.
V. Mario Bianchini, 15
Rome, Italy
Massimo Brunelli Director Italy VP and C.F.O. Telecom Italia S.p.A.
Via Flaminia, 189
00196 Rome, Italy
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME POSITION WITH CITIZENSHIP PRINCIPAL BUSINESS ADDRESS OF PRINCIPAL BUSINESS
LOTTOMATICA OCCUPATION* OCCUPATION
<S> <C> <C> <C> <C>
Nicola Cajano Director Italy C.E.O. Sogei S.p.A.
Via M Carucci, 99
00143 Rome, Italy
Gianroberto Casaleggio Director Italy Project Manager Via di Porta Latina, 8
00179 Rome, Italy
Luigi Castelli Director Italy Administrative Manager Banca Nazionale del Lavoro S.p.A.
Via S. Basilico, 48
00187 Rome
Italy
Enzo Concina Director Italy Managing Director BNL Multiservizi S.p.A.
Piazzale del l'Agricoltura, 24
001144 Rome, Italy
Enrico Conti Director Italy Deputy General Manager BNL Multiservizi S.p.A.
Piazzale del l'Agricoltura, 24
001144 Rome, Italy
Luciano La Noce Director Italy Director of Corporate Finance Olivetti S.p.A.
Via Jervis 77
10015 Ivrea (TO), Italy
Vittorio Nola Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Massimo Panzali Director Italy Business Affairs Banca Nazionale del Lavoro S.p.A
Via Vittorio Veneto 119 Rome,
Italy
Michele Reinero Director Italy Presidente del Consiglio di Consorzio Nazionale Per
Amministrazione l'informatica
Via delle Strelitzie 35
00134 Rome, Italy
Gilberto Ricci Director Italy CEO & Chairman Finsiel S.p.A.
Via Carciano, 4
00131 Rome, Italy
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME POSITION WITH CITIZENSHIP PRINCIPAL BUSINESS ADDRESS OF PRINCIPAL BUSINESS
LOTTOMATICA OCCUPATION* OCCUPATION
<S> <C> <C> <C> <C>
Alberto Tripi Director Italy President Gruppo Almeviva Technologies
Via Nazaionale, 82
00184 Rome, Italy
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Board of Directors and Executive Officers
of
Olivetti S.p.A.
NAME PRINCIPAL BUSINESS OCCUPATION CITIZENSHIP ADDRESS OF PRINCIPAL
BUSINESS OCCUPATION
<S> <C> <C> <C>
Roberto Colaninno CEO Italy Via Jervis, 77
10015 Ivrea, Italy
Luciano La Noce Director of Corporate Finance Italy Via Jervis, 77
10015 Ivrea, Italy
Antonio Tesone Chairman Italy Via Jervis, 77
10015 Ivrea, Italy
Sergio Erede Director Italy Via Jervis, 77
10015 Ivrea, Italy
Cesare Geronzi Director Italy Via Jervis, 77
10015 Ivrea, Italy
Bruno Lamborghini Director Italy Via Jervis, 77
10015 Ivrea, Italy
Luciano Marinelle Director Italy Via Jervis, 77
10015 Ivrea, Italy
Ivano Sacchetti Director Italy Via Jervis, 77
10015 Ivrea, Italy
Piera Rosiello Director and Secretary of Italy Via Jervis, 77
the Board 10015 Ivrea, Italy
Pier Luigi Fabrizi Director Italy Via Jervis, 77
10015 Ivrea, Italy
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Board of Directors and Executive Officers
of
Olivetti International S.A.
NAME POSITION WITH CITIZENSHIP PRINCIPAL BUSINESS* HOME ADDRESS OR ADDRESS OF
OLIVETTI INTERNATIONAL OCCUPATION SUCH PRINCIPAL BUSINESS
OCCUPATION
<S> <C> <C> <C> <C>
Antonio Tesone Chairman Italy Chairman Olivetti S.p.A.
Via Jervis 77
10015 Ivrea, Italy
Luciano La Noce Director Italy Director of Corporate Finance Olivetti S.p.A.
Via Jervis 77
10015 Ivrea, Italy
Dirk Van Reeth Director Belgium Head of the Trust Department Banque General du Luxembourg
50 J F Kennedy
L 2951 Luxembourg
Edward Bruin Director Belgium Head of Fiscal Affairs Banque General du Luxembourg
50 J F Kennedy
L 2951 Luxembourg
----------------
* To be completed only where principal occupation is not position held with Olivetti International S.A.
</TABLE>
7
<PAGE>
Managing Members
of
C4S & Co., LLC
<TABLE>
<CAPTION>
NAME CITIZENSHIP PRINCIPAL BUSINESS OCCUPATION ADDRESS OF PRINCIPAL BUSINESS
OCCUPATION
<S> <C> <C> <C>
Peter A. Cohen U.S.A. Managing member of 666 Third Avenue
C4S & Co., LLC 26th Floor
New York, New York 10017
Morgan B. Stark U.S.A. Managing member of 666 Third Avenue
C4S & Co., LLC 26th Floor
New York, New York 10017
Thomas W. Strauss U.S.A. Managing member of 666 Third Avenue
C4S & Co., LLC 26th Floor
New York, New York 10017
</TABLE>
8
<PAGE>
Board of Executive Officers
of
The Oak Fund
<TABLE>
<CAPTION>
NAME POSITION WITH CITIZENSHIP PRINCIPAL BUSINESS OCCUPATION* ADDRESS OF PRINCIPAL BUSINESS
THE OAK FUND OCCUPATION
<S> <C> <C> <C> <C>
Benjamin Schliemann Director Germany Vice President Hanseatic Corporation
450 Park Avenue,
Suite 2302
New York, NY 10022
Paul A. Biddelman Director U.S.A. President Hanseatic Corporation
450 Park Avenue,
Suite 2302
New York, NY 10022
Niels Heck Director The Netherlands Managing Director Cisco Funds Services
(Cayman Islands) Ltd.
Corporate Centre,
West Bay Road
P.O. Box 31106 SMB
Grand Cayman,
Cayman Islands
Hubertus Langen Director Germany Private Investor Heinrich-Vogl-Str.17
81479 Munich
Germany
----------------
* To be completed only where principal occupation is not position held with The Oak Fund.
</TABLE>
9
<PAGE>
Exhibit Index
Exhibit Number Title
1. Joint Filing Agreement dated September 11, 2000 among
Cirmatica Gaming S.A., Lottomatica S.p.A., Ramius
Securities, LLC, Peconic Fund, Ltd., Ramius Capital
Group, LLC, C4S & Co., The Oak Fund, Olivetti
International S.A. and Olivetti S.p.A.
2. Preferred Stock Purchase Agreement dated September 6,
2000 between Autotote Corporation, Olivetti
International S.A., Cirmatica Gaming S.A., The Oak Fund
and Peconic Fund Ltd.
3. Certificate of Designations of Series A Convertible
Preferred Stock of Autotote Corporation (incorporated
by reference to Exhibit 3.3 to the 10-Q Quarterly
Report of Autotote Corporation filed on September 14,
2000).
4. Stockholders' Agreement dated September 6, 2000 between
Autotote Corporation, Olivetti International S.A.,
Cirmatica Gaming S.A., The Oak Fund and Peconic Fund
Ltd.
5. Voting Agreement dated September 6, 2000 between
Olivetti International S.A., Cirmatica Gaming S.A., The
Oak Fund and Peconic Fund Ltd.
