<PAGE> 1
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)
1994 STOCK OPTION 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
<PAGE> 2
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 950,000 17,250 @ $29.3750 $506,718.75 $8,344
value $0.01 per share shares(2) 124,500 @ $26.1875 $3,260,343.70
200,000 @ $25.6875 $5,137,500.00
125,500 @ $28.9375 $3,631,656.20
60,500 @ $27.6250 $1,671,312.50
422,250 @ $31.5625 $13,327,265.00
=====================================================================================================================
</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, as to shares subject to outstanding but unexercised
options, the price and fee are computed based upon the price at which
such options may be exercised. As to the remaining shares, 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. 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 1994 Stock Option Plan in connection with share splits, share
dividends or similar transactions.
(2) The Registrant previously registered 850,000 shares on January 13, 1995
and paid the registration fee in connection with such registration. The
shares being registered hereunder represent additional shares
authorized for issuance under the Registrant's 1994 Stock Option Plan,
as amended in 1995 and 1996.
<PAGE> 3
Pursuant to General Instruction E (Registration of Additional
Securities) to Form S-8, the Registrant hereby incorporates by reference the
contents of its Registration Statement on Form S-8 (Registration No. 88426)
relating to the GTECH Holdings Corporation 1994 Stock Option Plan, except for
the Items set forth below, which will supercede the applicable items filed with
the original Registration Statement or any amendment thereto.
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) all 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 Registrations Statement and to be a part hereof from the date of the
filing of each such report or other document.
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.
ITEM 8. EXHIBITS.
Exhibit 4.1 GTECH Holdings Corporation 1994 Stock Option Plan,
as amended.
Exhibit 4.2 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 4.3 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
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<PAGE> 4
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;
(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.
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<PAGE> 5
(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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<PAGE> 6
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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<PAGE> 7
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 Founding Director 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
May 27, 1997
/s/ Anthony Ruys Director
- ----------------------------
Anthony Ruys
* by -----------------------
Attorney-In-Fact
</TABLE>
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<PAGE> 9
INDEX TO EXHIBITS FILED WITH
THIS REGISTRATION STATEMENT
Exhibit
4.1 GTECH Holdings Corporation 1994 Stock Option Plan, as amended.
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)
<PAGE> 1
EXHIBIT 4.1
1994 STOCK OPTION PLAN
(AS AMENDED)
SECTION 1. PURPOSE; DEFINITIONS
The name of this plan is the GTECH Holdings Corporation 1994
Stock Option Plan (the "Plan"). The purpose of the Plan is to enable officers
and other key employees of GTECH Holdings Corporation (the "Company") and its
Affiliates to own shares of stock in the Company, participate in the shareholder
value which has been created, and have a mutuality of interest with other
shareholders, and to enable the Company to attract, retain and motivate key
employees.
For the purposes of the Plan the following terms shall be
defined as set forth below:
(a) "Affiliate" means any corporation which is a subsidiary of
the Company within the definition of "subsidiary corporation" under
Section 424(f) of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means (i) the willful failure by the Participant
to perform substantially his duties as an employee of the Company
(other than due to physical or mental illness) after reasonable notice
to the Participant of such failure, (ii) the Participant's engaging in
serious misconduct that is injurious to the Company, (iii) the
Participant's having been convicted of, or entered a plea of nolo
contendere to a crime that constitutes a felony, (iv) the breach by the
Participant of any written covenant or agreement with the Company not
to disclose any information pertaining to the Company or not to compete
or interfere with the Company, or (v) abuse of illegal drugs or other
controlled substances, or habitual intoxication.
(d) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto.
(e) "Committee" means the Committee referred to in Section 2
below. If at any time no Committee shall be in office, then the
functions of the Committee specified in the Plan shall be exercised by
the Board.
(f) "Company" means GTECH Holdings Corporation, a corporation
organized under the laws of the State of Delaware, or any successor
organization.
(g) "Disability" means permanent and total disability as
determined under the Company's long-term disability program.
(h) [Reserved]
(i) "Fair Market Value" means, as of any given date, the mean
of the highest and lowest quoted selling prices of the Stock on the New
York Stock Exchange (consolidated trading) or such other method of
determining Fair Market Value as shall be authorized by the Code, or
the rules and regulations thereunder, and adopted by the Committee.
<PAGE> 2
(j) "Incentive Stock Option" means any Stock Option intended
to be and designated as an "Incentive Stock Option" within the meaning
of Section 422 of the Code.
(k) "Insider" means a Participant who is subject to the
requirements of the Rules (as defined below).
(l) "Non-Qualified Stock Option" means any Stock Option that
is not an Incentive Stock Option.
(m) "Participant" means a key employee to whom a grant is made
under the Plan.
(n) "Plan" means the GTECH Holdings Corporation 1994 Stock
Option Plan, as hereinafter amended from time to time.
(o) "Retirement" means retirement from active employment with
the Company and any Affiliates with the consent of the Board or in
accordance with the retirement policies of the Company.
(p) "Rules" means the regulations promulgated under Section 16
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(q) "Securities Broker" means a registered securities broker
acceptable to the Company who agrees to effect the cashless exercise of
an Option pursuant to paragraph 5(d) below.
(r) "Stock" means the Common Stock, $.01 par value per share,
of the Company.
(s) "Stock Option" or "Option" means any Incentive or
Non-Qualified Stock Option to purchase shares of Stock granted pursuant
to Section 5 below.
In addition, the terms "Change-in-Control" and "Incumbent
Director" shall have meanings set forth, respectively, in Section 6.
SECTION 2. ADMINISTRATION
The Plan shall be administered by a Committee of not fewer
than two (2) "non-employee directors" (within the meaning of Rule 16b-3(b)(3)
under the Exchange Act, or any successor thereto) of the Company who are also
"outside directors" (within the meaning of Treasury Regulation
Section1.162-27(e)(3), or any successor thereto), who shall be appointed by the
Board of Directors of the Company and who shall serve at the pleasure of the
Board.
The Committee shall have the authority to grant Stock Options
to eligible employees, pursuant to the terms of the Plan.
In particular, the Committee shall have the authority, subject
to the terms of the Plan, to:
(a) Select the officers and other key employees of the Company
and its Affiliates to whom Stock Options may from time to time be
granted hereunder;
(b) determine whether and to what extent Incentive Stock
Options and Non-Qualified Stock Options or any combination thereof, are
to be granted hereunder;
(c) determine the number of shares to be covered by each such
grant hereunder; and to
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<PAGE> 3
(d) determine the terms and conditions of any grant hereunder
including, but not limited to: the share price, any restriction or
limitation regarding, or any vesting acceleration or forfeiture
relating to, any Stock Option or the shares of Stock relating thereto,
based on such factors as the Committee shall determine, in its sole
discretion, from time to time.
The Committee shall be responsible for the administration of
the Plan. The Committee, by majority action thereof, is authorized to prescribe,
amend, and rescind rules and regulations relating to the Plan, to provide for
conditions deemed necessary or advisable to protect the interests of the
Company, and to make all other determinations (including, without limitation,
whether a Participant has incurred a Disability) necessary or advisable for the
administration and interpretation of the Plan in order to carry out its
provisions and purposes. Determinations, interpretations, or other actions made
or taken by the Committee pursuant to the provisions of the Plan shall be final,
binding, and conclusive for all purposes and upon all persons including the
Company and Plan participants.
SECTION 3. AUTHORIZED SHARES AND ADJUSTMENTS
(a) Stock Subject to Plan. The stock to be subject or related
to grants under the Plan shall be shares of the Company's Stock and may be
either shares held in the treasury of the Company or authorized and unissued
shares. Subject to adjustment in accordance with paragraph 3(b) below, up to an
aggregate maximum of 1,800,000 shares shall be authorized for Stock Options
under the Plan, any or all of which may be granted in the form of Incentive
Stock Options; provided however, that in any calendar year in which the Plan is
in existence, Stock Options granted to any one Participant in the Plan may not
cover more than 12-1/2% of the total shares of Stock authorized under the Plan.
Any shares of Stock subject to a Stock Option which expires or
otherwise terminates for any reason whatever (including, without limitation, the
surrender thereof) without having been exercised, shall continue to be available
for the granting of Options under the Plan, provided, however, that (i) if a
Stock Option is cancelled, the shares covered by the cancelled Stock Option
shall be counted against the maximum number of shares specified in this
paragraph 3(a) for which Stock Options may be granted to an individual
Participant, and (ii) if the exercise price of a Stock Option is reduced after
the date of grant (otherwise than pursuant to paragraph 3(b) below), the
transaction shall be treated as a cancellation of the original Stock Option and
the grant of a new Stock Option for purposes of counting the maximum number of
shares for which Stock Options may be granted to an individual Participant.
(b) Capital Adjustments. The number of shares which may be
issued under the Plan, the maximum number of shares with respect to which Stock
Options may be granted to any individual Participant under the Plan, both as
stated in paragraph 3(a) above, the number of shares issuable upon exercise of
outstanding Stock Options under the Plan (as well as the Option exercise price
per share under such outstanding Options), shall, subject to the applicable
provisions of Section 424(a) of the Code, be adjusted, as may be deemed
appropriate by the Committee, to reflect any stock dividend, stock split, share
combination, or similar change in the capitalization of the Company.
In the event of a corporate transaction (as that term is
described in Section 424(a) of the Code and the Treasury Regulations issued
thereunder as, for example, a merger, consolidation, acquisition of property or
stock, reorganization, or liquidation), each outstanding Stock Option shall be
assumed by the surviving or successor corporation; provided, however, that, in
the event of a proposed corporate transaction, the Committee may terminate all
or a portion of the outstanding Stock Options if it determines that such
termination is in the best interests of the Company. If the Committee decides to
terminate outstanding Stock Options, the Committee shall give each Participant
holding a Stock Option to be terminated not less than fourteen days' notice
prior to any such termination by reason of such a corporate transaction, and any
such Stock Option which is to be so
A-10
<PAGE> 4
terminated may be exercised (to.the extent that it is then exercisable or to any
greater extent as the Committee, in its sole discretion, shall determine up to,
and including the date immediately preceding such termination).
The Committee also, in its discretion, may change the terms of
any outstanding Stock Option to reflect any such corporate transaction, provided
that, in the case of Incentive Stock Options, such change is excluded from the
definition of a "modification" under Section 424(h) of the Code.
SECTION 4. ELIGIBILITY
Officers and other key employees of the Company and its
Affiliates (but excluding members of the Committee, any person who serves only
as a director of the Company and/or of its Affiliates and Messrs. Guy B. Snowden
and Victor Markowicz) who are responsible for or contribute to the management,
growth and/or profitability of the business of the Company and/or its Affiliates
and who are selected by the Committee are eligible for grants under the Plan.
Selection of an employee for a grant at any time does not give an employee the
right to receive any additional grants in the future, unless such employee is
again selected by the Committee.
SECTION 5. STOCK OPTIONS
The Committee shall have the authority to grant any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock
Options. To the extent that any Stock Option does not qualify as an Incentive
Stock Option, it shall constitute a separate Non-Qualified Stock Option. Any
Stock Option granted under the Plan shall be in such form as the Committee may
from time to time approve.
Each Stock Option shall be evidenced by a Stock Option (i.e..
Grant) agreement that shall specify the type of Option granted, the exercise
price, the duration of the Option, the number of shares of Stock to which the
Option pertains, and such other terms and conditions not inconsistent with the
Plan as the Committee shall determine.
Anything in the Plan to the contrary notwithstanding, no term
of this Plan relating to Incentive Stock Options shall be interpreted, amended
or altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the optionee(s), so as to disqualify any Incentive Stock
Option under such Section 422.
Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem appropriate:
(a) Option Price. The option exercise price per share of Stock
shall be determined by the Committee at the time of grant but shall be
not less than the 100% of the Fair Market Value of the Stock on the
date of grant. However, any Incentive Stock Option granted to any
optionee who, at the time such Option is granted, owns more than 10% of
the voting power of all classes of stock of the Company or of a
"Parent" or "Subsidiary" corporation (as such terms are defined in the
Code and the regulations promulgated thereunder), shall have an
exercise price not less than 110% of Fair Market Value per share on
date of the grant.
(b) Option Term. The term of each Stock Option shall be fixed
by the Committee, but no Stock Option shall be exercisable more than
ten years after the date the Option is granted. However, any Incentive
Stock Option granted to any optionee who, at the time the option is
granted owns more than 10% of the voting power of all classes of Stock
of the Company, or of a Parent or Subsidiary
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<PAGE> 5
corporation, may not have a term of more than five years. No Option may
be exercised by any person after expiration of the term of such Option.
(c) Exercisability. Subject to Section 7 below, Stock Options
shall be exercisable at such time or times (including.on an accelerated
basis) and subject to such terms and conditions as shall be determined
by the Committee at or after grant; provided however, that except as
provided in paragraph 5(f) or Section 6 below, unless otherwise
determined by the Committee at or after grant, no Stock Option shall be
exercisable during the six months following the date of the granting of
such Option. Only full shares shall be issued under the Plan, and any
fractional share which might otherwise be issuable upon the exercise of
an Option granted under the Plan shall be forfeited.
(d) Method of Exercise. Subject to the terms and conditions
established by the Committee under paragraph 5(c) above, Stock Options
may be exercised, in whole or in part to the extent exercisable, at any
time and from time to time during the option exercise period, by giving
written notice of exercise to the Company specifying the number of
shares to be purchased.
Such notice shall be accompanied by payment in full of the
purchase price, either by certified or bank check, or such other
instrument as the Committee may accept. As determined by the Committee,
in its sole discretion, at or after grant, payment in full or in part
may also be made in the form of unrestricted Stock already owned by the
optionee; provided however, that in the case of an Incentive Stock
Option, the right to make a payment in the form of currently owned
shares may be authorized only at the time such Option is granted.
If payment of the option exercise price of a Stock Option is
made in whole or in part in the form of stock already owned by the
Participant, the Company may require that the Stock be owned by the
Participant for a period of time so that such payment would not result
in a charge to the Company's earnings as a result of the exercise. Such
provision also may be used by the Company to prevent a pyramid
exercise.
As soon as practicable after receipt of a written exercise
notice and full payment of the exercise price, the Company shall
deliver to the Participant a certificate or certificates representing
the acquired shares of Stock.
Notwithstanding the foregoing, the Committee, in its sole
discretion, may permit a "cashless exercise" of an Option. Any such
cashless exercise shall be effected by the Participant delivering to
the Securities Broker instructions to sell a sufficient number of
shares of Common Stock to cover the costs and expenses associated
therewith.
(e) Non-transferability of Options. No Stock Option shall be
transferable by the optionee other than by will or by the laws of
descent and distribution, and all Stock Options shall be exercisable,
during such optionee's lifetime, only by the optionee except to the
extent otherwise permitted under the applicable provisions of Rule
16b-3 of the Exchange Act and with respect to Incentive Stock Options,
Code Section 422 and the regulations promulgated thereunder.
(f) Termination of Employment. Subject to Section 7 below, at
or after the date of grant, the Committee shall determine, in its sole
discretion, the extent to which any unexercised Options held by the
optionee shall be exercised during the remaining term of such Options,
including whether such Options shall be exercised on an accelerated
basis, in the event an optionee's employment by the Company terminates
by reason of death, Disability, Retirement, or termination without
Cause; provided however, that the exercise period for any such Option
shall not exceed the shorter of (i) one year (or
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such shorter period required by Section 422 of the Code in the case of
Incentive Stock Options) from the date of such termination of
employment or (ii) the stated term of such Stock Option.
(g) Termination for Cause. Unless otherwise determined by the
Committee, in its sole discretion, if an optionee's employment by the
Company terminates for Cause, all unexercised vested and non-vested
outstanding Options held by such optionee shall lapse and be forfeited.
(h) Incentive Stock Option Limitations. To the extent required
for "Incentive Stock Option" status under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the
Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the optionee during any calendar year
under the Plan and/or any other stock option plan of the Company or a
Parent or Subsidiary of the Company (within the meaning of Section 424
of the Code) shall not exceed $100,000.
SECTION 6. CHANGE-IN-CONTROL PROVISIONS
(a) Impact of Event. In the event of a "Change-In-Control" as
defined in paragraph 6(b) below, unless otherwise determined by the Committee at
or after grant, but prior to the occurrence of such Change-In-Control and
subject to paragraph 3 (b) above, any and all Stock Options awarded under the
Plan not previously exercisable and vested shall become fully vested and
exercisable.
(b) Definition of "Change-In-Control." For purposes of
paragraph 6 (a) above, a "Change-In-Control" means the happening of any of the
following:
(i) the members of the Board at the beginning of any
consecutive twenty-four calendar month period (the "Incumbent
Directors") cease for any reason other than due to death to
constitute at least a majority of the members of the Board,
provided that any director whose election, or nomination for
election by the Company's stockholders, was approved by a vote
of at least a majority of the members of the Board then still
in office who were members of the Board at the beginning of
such twenty-four calendar month period or who was nominated as
a director by DLJ Capital Corporation, the Management
Investors and/or the Voting Trustee pursuant to the Amended
and Restated Stockholders Agreement dated July 20, 1992, as
amended, shall be deemed an Incumbent Director;
(ii) any "person," including a "group" (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act, but
excluding the Company, any of its Affiliates, any employee
benefit plan of the Company or any of its Affiliates or DLJ
Capital Corporation or any of its Affiliates) is or becomes
the "beneficial owner" (as defined in Rule 13(d)(3) under the
Exchange Act), directly or indirectly, of securities of the
Company representing the greater of 30% or more of the
combined voting power of the Company's then outstanding
securities;
(iii) the stockholders of the Company shall approve a
definitive agreement (1) for the merger or other business
combination of the Company with or into another corporation if
(A) a majority of the directors of the surviving corporation
were not directors of the Company immediately prior to the
merger or (B) the stockholders of the Company immediately
prior to the effective date of such merger own less than 50%
of the combined voting power in the then outstanding
securities in such surviving corporation or (2) for the sale
or other disposition of all or substantially all of the assets
of the Company; or
(iv) the purchase of Stock pursuant to any tender or
exchange offer made by any "person", including a "group" (as
such terms are used in Sections 13(d) and 14(d) of the
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<PAGE> 7
Exchange Act), other than the Company, any of its Affiliates,
an employee benefit plan of the Company or any of its
Affiliates or DLJ Capital Corporation or any of its Affiliates
for 30% or more of the Stock of the Company.
SECTION 7. AMENDMENTS AND TERMINATION
The Board may amend, alter, or discontinue the Plan at any
time and from time to time, but no amendment, alteration, or discontinuation
shall be made which would materially impair the rights of a Participant with
respect to a Stock Option which has been granted under the Plan, without the
Participant's consent, and no amendment shall be made which, without the
approval of the Company's stockholders:
(a) would, with respect to any amendment:
(i) materially increase the benefits accruing to
directors and officers, within the meaning of Rule 16a-1(f)
under the Exchange Act (hereinafter referred to as
"Officers"), under the Plan;
(ii) materially increase the number of Common Shares
which may be issued to directors and Officers under the Plan;
or
(iii) materially modify the requirements as to
eligibility for directors and Officers to participate in the
Plan;
(b) would, with respect to Incentive Stock Options:
(i) change the class of employees eligible to
participate in the Plan;
(ii) except as permitted under Section 3 above,
increase the maximum number of Common Shares with respect to
which Incentive Stock Options may be granted under the Plan;
or
(iii) extend the duration of the Plan under Section 9
below with respect to any Incentive Stock Options granted
hereunder; or
(c) would require shareholder approval pursuant to Treasury
Regulation Section1.162-27(e)(4)(vi), or any successor thereto.
The Committee may amend the terms of any Stock Option or other
award theretofore granted, prospectively or retroactively, but, subject to
Section 3 above, no such amendment shall materially impair the rights of any
holder without the holder's consent. The Committee may also substitute new Stock
Options for previously granted Stock Options, including previously granted Stock
Options having higher option prices.
Subject to the above provisions, the Board shall have broad
authority to amend the Plan to take into account changes in applicable tax laws
and accounting rules, as well as other developments.
SECTION 8. GENERAL PROVISIONS
(a) The Committee may require each person purchasing shares
pursuant to a Stock Option under the Plan to represent to and agree with the
Company in writing that the optionee or Participant is acquiring the shares
without a view to distribution thereof. The certificates for such shares may
include any legend which the Committee deems appropriate to reflect any
restrictions on transfer.
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<PAGE> 8
All certificates for shares of Stock or other securities
delivered under the Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the Exchange Act, any stock exchange upon which the
Stock is then listed, and any applicable Federal or state securities law, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.
(b) Nothing contained in the Plan shall prevent the Board of
Directors from adopting other or additional compensation arrangements, subject
to stockholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases.
(c) The adoption of the Plan and the receipt of grants
hereunder shall not confer upon any employee of the Company or any Affiliate any
right to continued employment with the Company or any Affiliate, as the case may
be, nor shall it interfere in any way with the right of the Company or any
Affiliate to terminate the employment of any of its employees at any time.
Further, an optionee shall have no rights as a shareholder of the Company with
respect to any shares covered by such person's Options until the issuance of a
stock certificate to him or her representing such shares.
(d) No later than the date as of which an amount first becomes
includible in the gross income of a Participant for Federal income tax purposes
with respect to any Stock Option under the Plan, such Participant shall pay to
the Company, or make arrangements satisfactory to the Committee regarding the
payment of, any Federal, state, or local taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Committee, the minimum required withholding obligations may be settled with
Stock, including Stock that is part of the Stock Option that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditioned on such payment or arrangements, and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.
(e) At the time of grant of any Stock Option, the Committee
may provide that any shares of Stock received as a result of such grant shall be
subject to a right of first refusal, pursuant to which the Participant shall be
required to offer to the Company any shares that the Participant wishes to sell,
with the price being the then Fair Market Value of the Stock, subject to such
other terms and conditions as the Committee may specify at the time of grant.
(f) Each person who is or shall have been a member of the
Committee or of the Board shall be indemnified and held harmless by the Company,
to the fullest extent permissible by Delaware Law, against and from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
such person in connection with or resulting from any claim, action, suit, or
proceeding to which such person may be made a party or in which such person may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by such person in settlement thereof,
with the Company's approval, or paid by such person in satisfaction of any
judgement in any such action, suit, or proceeding against such person, provided
such person shall give the Company an opportunity, at its own expense, to handle
and defend the same before such person undertakes to handle and defend it on
such person's own behalf. The foregoing right of indemnification shall not be
exclusive and shall be independent of any other rights of indemnification to
which such persons may be entitled under the Company's Articles of Incorporation
or ByLaws, by contract, as a matter of law, or otherwise.
(g) Nothing in the Plan shall be construed to limit the right
of the Company to establish other plans or to pay compensation to its employees
in cash or property, in a manner which is not expressly authorized under the
Plan.
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<PAGE> 9
(h) The granting of awards and the issuance of shares of Stock
shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.
(i) Grants made and amounts received under the Plan shall not
be deemed compensation for purposes of calculating an employee's rights under
any employee benefit plan unless otherwise expressly stated in such plan.
(j) The Plan and all awards made and actions taken thereunder
shall be governed by and construed in accordance with laws of the State of
Delaware.
SECTION 9. EFFECTIVE DATE AND DURATION OF PLAN
The Plan became effective on May 5, 1994 and was approved by
shareholders on July 12, 1994. As amended and restated, the Plan shall be
effective on December 17, 1996. Unless earlier terminated as provided in the
Plan, the Plan shall terminate at 12:00 midnight on May 4, 2004 and no Option
shall be granted under the Plan thereafter. However, termination of the Plan
shall not affect any Options previously granted, which Options shall remain in
effect in accordance with their terms and the terms of the Plan.
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<PAGE> 1
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
950,000 additional shares of Common Stock of the Company, par value $0.01 per
share (the "Shares"), authorized for issuance upon the exercise of options
granted or to be granted under the Company's 1994 Stock Option Plan, as amended
(the "Plan").
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 Plan, 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 upon the exercise of stock options properly granted under the
Plan has been duly authorized by the necessary corporate action of the Board of
Directors of the Company and such Shares, upon exercise of such options and
payment therefor in accordance with the terms of the 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
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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 1994 Stock
Option 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
Providence, Rhode Island
May 19, 1997
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<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 1994 Stock Option
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
