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As filed with the Securities and Exchange Commission on May 27, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GTECH HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 05-0450121
(State of incorporation) (IRS Employer
Identification No.)
55 Technology Way
West Greenwich, Rhode Island 02817
(Address of Principal Executive Offices) (Zip Code)
1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1992 OUTSIDE DIRECTORS' DIRECTOR STOCK UNIT PLAN
(Full title of the plan)
--------------------
Cynthia A. Nebergall
General Counsel
GTECH Holdings Corporation
55 Technology Way
West Greenwich, RI 02817
(401) 392-1000
(Name, address and telephone number of agent for service)
--------------------
Copy to:
John C. Bennett, Jr., Esq.
DRINKER BIDDLE & REATH LLP
Philadelphia National Bank Building
11th Floor
1345 Chestnut Street
Philadelphia, PA 19107-3496
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Registered Offering Price Per Aggregate Offering Registration Fee(1)
Share(1) Price(1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 187,500 $31.5625 $5,917,968.70 $1,794
value $0.01 per share shares(2)
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
In accordance with Rule 457(h) promulgated under the Securities Act of
1993, as amended, the price and fee are computed based on $31.5625 per
share, the average of the high and low prices of a share of Common
Stock of the Registrant reported in the New York Stock Exchange
consolidated reporting system on May 20, 1997.
(2) Represents 180,000 shares registered under the 1996 Non-Employee
Directors' Stock Option Plan and 7,500 shares registered under the 1992
Outside Directors' Director Stock Unit Plan. In addition, pursuant to
Rule 416(a) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of additional shares as
may become issuable under the 1996 Non-Employee Directors' Stock Option
Plan and the 1992 Outside Directors' Director Stock Unit Plan in
connection with share splits, share dividends or similar transactions.
<PAGE> 3
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this registration statement)
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
GTECH Holdings Corporation (the "Company" or "Registrant")
hereby incorporates into this Registration Statement by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal
year ended February 22, 1997;
(b) the description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934 (the "Exchange Act") on July 6, 1992 (which Form 8-A
incorporates by reference the description of the Company's Common Stock in the
specified section of the Company's Registration Statement on Form S-1 No.
33-48264), including any amendment or report filed for the purpose of updating
such description; and
(c) any other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since May 23, 1997.
All reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all of the
securities offered hereby have been sold or which deregisters all such
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 the
filing of each such report or other document.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law the
("DGCL") enables a corporation in its original certificate of incorporation or
an amendment thereto to eliminate or limit the personal liability of a director
to the Company or its stockholders for monetary damages for a breach of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company's Certificate of Incorporation, as
amended, contains such a limitation on the personal liability of directors.
Section 145 of the DGCL provides that a corporation may
indemnify any persons, including officers and directors, who were or are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as
an officer, director, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceedings, provided such person acted in good faith in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, for criminal proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses that such officer or director actually and reasonably
incurred.
The Company's Amended and Restated Bylaws provide that the
Company shall indemnify, to the full extent permitted under Delaware law, any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the Company or while a director or officer of the
Company is or was serving at the request of the Company as a director or officer
of another corporation, partnership, joint venture, trust employee benefit plan
or other enterprise.
The directors and officers of the Company also are parties to
indemnification agreements with the Company providing for indemnification for
liabilities (including legal fees and other expenses) incurred in any legal
proceedings in connection with their present or past status as directors or
officers of the Company. The Company maintains directors' and officers'
liability insurance.
The Company, the selling shareholders and the underwriters
have agreed to indemnify each other against certain liabilities arising in
connection with the Company's initial public offering of Common Stock in July
1992 and its secondary offering of Common Stock in December 1992, November 1993
and June 1996. The selling shareholders include officers and certain directors
of the Company, and the underwriters include Donaldson Lufkin & Jenrette
Securities Corporation ("DLJSC"), which was a major stockholder in the Company.
The Company also has agreed to indemnify DLJ Capital Corporation (an affiliate
of DLJSC) and its affiliates against certain liabilities arising in connection
with the February 1990 acquisition of GTECH Corporation by the Company and
various related financings and refinancings.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit 4.1 Credit Agreement dated September 15, 1994 among
GTECH Corporation and certain financial institutions
and NationsBank, as agent (incorporated by reference
to Exhibit 4.1 to the Company's Form 10-Q for the
quarter ended August 27, 1994)
Exhibit 4.2 Amendment dated May 29, 1996 to Credit Agreement
among GTECH Corporation, certain financial
institutions and NationsBank, as agent (incorporated
by reference to Exhibit 4 to the Company's Form 10-Q
for the quarter ended May 25, 1996)
Miscellaneous long-term debt instruments and credit
facility agreements of the Company under which the
underlying authorized debt is equal to or less than
10% of the total assets of the Company and its
subsidiaries on a consolidated basis have not been
filed as exhibits to this Registration Statement. The
Company agrees to furnish to the Commission, upon
request, copies of any such unfiled instruments.
Exhibit 5 Opinion of Drinker Biddle & Reath LLP, counsel to the
Registrant
Exhibit 23.1 Consent of Ernst & Young LLP
Exhibit 23.2 Consent of Price Waterhouse
Exhibit 23.3 Consent of Drinker Biddle & Reath LLP (included in
Exhibit 5)
Exhibit 24 Powers of Attorney (see signature page)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in value and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for purposes of determining liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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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, hereunto duly
authorized in the Town of West Greenwich, State of Rhode Island on May 27, 1997.
GTECH HOLDINGS CORPORATION
By: /s/ William Y. O'Connor
----------------------------------------
William Y. O'Connor
President and Chief Operating Officer
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SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Guy B. Snowden, Victor Markowicz and
William Y. O'Connor, or any one of them acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
him and in his name, place and stead, in any and all capabilities, to sign any
and all amendments (including post-effective amendments) to the Registration
Statement referred to above and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Guy B. Snowden Chairman of the Board and Chief May 27, 1997
- ---------------------------- Executive Officer
Guy B. Snowden
/s/ Thomas J. Sauser Senior Vice President, Chief May 27, 1997
- ---------------------------- Financial Officer and Treasurer
Thomas J. Sauser
/s/ Robert J. Plourde Vice President and Corporate May 27, 1997
- ---------------------------- Controller
Robert J. Plourde
(Principal Accounting Officer)
/s/ Victor Markowicz Vice Chairman of the Board May 27, 1997
- ----------------------------
Victor Markowicz
/s/ Robert M. Dewey, Jr. Director May 27, 1997
- ----------------------------
Robert M. Dewey, Jr.
/s/ Burnett W. Donoho Director May 27, 1997
- ----------------------------
Burnett W. Donoho
/s/ Carl H. Freyer Director May 27, 1997
- ----------------------------
Carl H. Freyer
/s/ The Rt. Hon. Lord Moore Director May 27, 1997
- ----------------------------
The Rt. Hon. Lord Moore
</TABLE>
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<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ William Y. O'Connor President, Chief Operating Officer May 27, 1997
- ---------------------------- and Director
William Y. O'Connor
/s/ Anthony Ruys Director May 27, 1997
- ----------------------------
Anthony Ruys
* by ________________________
Attorney-In-Fact
</TABLE>
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<PAGE> 10
INDEX TO EXHIBITS FILED WITH
THIS REGISTRATION STATEMENT
Exhibit
5 Opinion of Drinker Biddle & Reath LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Price Waterhouse
24 Powers of Attorney (see signature page)
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EXHIBIT 5
May 27, 1997
GTECH Holdings Corporation
55 Technology Way
West Greenwich, RI 02817
RE: GTECH HOLDINGS CORPORATION
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to GTECH Holdings Corporation (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
187,500 additional shares of Common Stock of the Company, par value $0.01 per
share (the "Shares"), authorized for issuance pursuant to its 1992 Outside
Directors' Director Stock Unit Plan (the "1992 Plan"), or upon the exercise of
options granted or to be granted under the Company's 1996 Non-Employee
Directors' Stock Option Plan (the "1996 Plan," and, together with the 1992 Plan,
the "Plans").
In this capacity, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation, its By-laws, as amended, resolutions of its Board of Directors,
the Plans, and such other documents and corporate records as we have deemed
appropriate for the purpose of giving this opinion.
Based upon the foregoing and consideration of such questions of law as
we have deemed relevant, we are of the opinion that the issuance of the Shares
by the Company (i) pursuant to the 1992 Plan or (ii) upon the exercise of stock
options properly granted under the 1996 Plan has been duly authorized by the
necessary corporate action of the Board of Directors of the Company and such
Shares, upon issuance in accordance with the terms of the 1992 Plan or upon
exercise of such options and payment therefor in accordance with the terms of
the 1996 Plan, will be validly issued, fully paid and nonassessable by the
Company.
The opinions expressed herein are limited to the federal laws of the
United States and the Delaware General Corporation Law.
We consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under Section 7 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
Drinker Biddle & Reath LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Form S-8 Registration
Statement to be filed on May 27, 1997, pertaining to the 1996
Non-Employee Directors' Stock Option Plan and 1992 Outside Directors' Director
Stock Unit Plan of GTECH Holdings Corporation of our report dated April 11,
1997, with respect to the consolidated financial statements of GTECH Holdings
Corporation included in its Annual Report on Form 10-K for the fiscal year
ended February 22, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
----------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
May 19, 1997
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Form S-8 Registration
Statement to be filed on or about May 23, 1997, pertaining to 1996 Non-Employee
Directors' Stock Option Plan and 1992 Outside Directors' Director Stock Unit
Plan of GTECH Holdings Corporation of our report dated March 21, 1997, with
respect to the consolidated financial statements of Camelot Group plc as of
February 1, 1997 and February 3, 1996 and for the years ended February 1, 1997
and February 3, 1996 and for the period from April 1, 1994 through February 4,
1995, which report is included in the GTECH Holdings Corporation Annual Report
on form 10-K for the fiscal year ended February 22, 1997, filed with the
Securities and Exchange Commission.
/s/ PRICE WATERHOUSE
---------------------
London, England Price Waterhouse
May 20, 1997
