<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A12B/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GTECH HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 05-0450121
(State of incorporation (IRS employer identification number)
or organization)
55 Technology Way
West Greenwich, RI 02817
(Address of principal executive offices) (Zip code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), check the following box. [ ]
Securities Act registration statement file number to which this form relates N/A
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value (already registered)
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
The Common Stock of GTECH Holdings Corporation (the "Company")
currently is registered under Section 12(b) of the Securities Exchange
Act of 1934 and is listed on the New York Stock Exchange. This Form
8-A12B/A is being filed for the purpose of updating the summary
description of such Common Stock.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of
150,000,000 shares of Common Stock, par value $.01 per share ("Common
Stock"), and 20,000,000 shares of preferred stock, par value $.01 per
share. The following is a summary description of the material terms of
the Common Stock of the Company and is qualified in its entirety by
reference to the Company's Certificate of Incorporation and By-laws, as
amended, filed as exhibits to the Company's most recent Form 10-K filed
with the Securities Exchange Commission.
The holders of Common Stock are entitled to one vote per share
for each share held of record on all matters submitted to a vote of
stockholders. Subject to preferential rights with respect to any series
of preferred stock that may be issued, holders of Common Stock are
entitled to receive ratably such dividends as may be declared by the
Board of Directors on Common Stock out of funds legally available
therefor, and in the event of a liquidation, dissolution or winding-up
of the affairs of the Company, are entitled to share equally and
ratably in all remaining assets and funds of the Company. The holders
of Common Stock have no preemptive rights, cumulative voting rights, or
rights to convert shares of Common Stock into any other securities and
are not subject to future calls or assessments by the Company.
The Certificate of Incorporation and By-laws provide for a
classified Board of Directors consisting of three classes as nearly
equal in size as the then authorized number of directors constituting
the Board of Directors permits. At each annual meeting of stockholders,
one class of directors is elected for a three-year term, and the
directors in the other two classes continue in office. Each class holds
office until the date of the third annual meeting for the election of
directors following the annual meeting at which such class was elected.
As a result, approximately one-third of the Board of Directors is
elected each year. Moreover, under the Delaware General Corporation Law
(and the Company's Certificate of Incorporation and By-laws), in the
case of a corporation having a classified board, stockholders may
remove a director only for cause. This provision, when coupled with the
provisions of the Certificate of Incorporation and By-laws authorizing
the Board of Directors to fill vacant directorships, may preclude a
stockholder from removing incumbent directors without cause and
simultaneously gaining control of the Board of Directors by filling the
-2-
<PAGE> 3
vacancies created by such removal with its own nominees.
The Company's Certificate of Incorporation provides that, to
the fullest extent permitted by the Delaware law, no director of the
Company shall be personally liable to the Company or its stockholders
for monetary damages for the breach of fiduciary duties as director.
The effect of this provision is to eliminate the rights of the Company
and its stockholders (through stockholder derivative suits on behalf of
the Company) to recover monetary damages against a director for breach
of fiduciary duty as a director (including breaches resulting from
grossly negligent conduct). This provision does not, however, exonerate
the directors from liability under federal securities laws or for (i)
breaches of a director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) certain
willful or negligent acts in connection with the payment of dividends
or the repurchase or redemption of securities, or (iv) any transaction
from which the director derived an improper personal benefit. The
By-laws of the Company provide for indemnification of the officers and
directors of the Company to the fullest extent permitted by applicable
law, and officers and directors also may be indemnified pursuant to
agreements with the Company.
The Board of Directors has the authority to issue preferred
stock in one or more classes or series and to fix the voting powers,
preferences and relative participating, optional or other special
rights of such preferred stock without any further vote or action by
the stockholders. The ability of the Board of Directors to issue
preferred stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes, could adversely
affect the voting power of the holders of Common Stock and could have
the effect of making it more difficult for a third party to acquire, or
of discouraging a third party from acquiring, control of the Company.
The Company has no present plans to issue any of the preferred stock.
Section 203 of the Delaware General Corporation Law prohibits
a publicly held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three
years following the time such stockholder became an interested
stockholder, unless (i) prior to such time either the business
combination or the transaction which resulted in the stockholder
becoming an interested stockholder is approved by the board of
directors of the corporation, (ii) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder,
the interested stockholder owns at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares outstanding
(A) those shares owned by persons who are both directors and officers
and (B) certain employee stock plans, or (iii) at or after such time
the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by
written consent, by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the interested
stockholder. A "business combination" includes certain
-3-
<PAGE> 4
mergers, consolidations, asset sales, transfers and other transactions
resulting in a financial benefit to the stockholder. An "interested
stockholder" generally is a person who, together with affiliates and
associates, owns (or within three years, did own) 15% or more of the
corporation's voting stock.
Item 2. Exhibits.
3.1 Restated Certificate of Incorporation, as amended, of the
Company (incorporated by reference to Exhibit 3.1 to
Registration Statement No 33-31867 and to Exhibit 3.2 to
Registration Statement No. 33-48264).
3.2 Amended and Restated By-laws (incorporated by reference to
Exhibit 3.3 to the Company's 1997 10-K).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
GTECH HOLDINGS CORPORATION
By: /s/ Thomas J. Sauser
-----------------------------
Date: June 23, 1998
-4-
