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As filed with the Securities and Exchange Commission on September 24, 1998
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)
GTECH HOLDINGS CORPORATION
1998 EMPLOYEE
STOCK PURCHASE
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
1345 Chestnut Street
Philadelphia, PA 19107-3496
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of Amount of Shares Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Registered(1) Offering Price Per Aggregate Offering Fee(2)
to be Registered Share(2) Price(2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 750,000 $25.59375 $19,195,312 $5,700
value $0.01 per shares
share
===========================================================================================================================
</TABLE>
(1) 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 1998 Employee Stock Purchase Plan in connection
with share splits, share dividends or similar transactions.
(2) 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 $25.59375 per share,
the average of the high and low prices of a share of Common Stock of the
Registrant on September 18, 1998, as reported in the New York Stock
Exchange consolidated reporting system.
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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 28, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
May 30, 1998;
(c) The description of the Company's Common Stock contained in the
Company's amended Registration Statement on Form 8-A12B/A filed in June, 1998
under the Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description; and
(d) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since July 13, 1998.
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
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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 1998 Employee Stock
Purchase Plan (incorporated by reference to the
Appendix to the Company's Proxy Statement relating to
its July 13, 1998 Annual Meeting of Shareholders).
Exhibit 4.2 First Amendment to GTECH Holdings Corporation 1998
Employee Stock Purchase Plan.
Exhibit 5 Opinion of Drinker Biddle & Reath LLP, counsel to the
Registrant.
Exhibit 23.1 Consent of Ernst & Young LLP (Independent Auditors).
Exhibit 23.2 Consent of Price Waterhouse (Independent Auditors).
Exhibit 23.3 Consent of Drinker Biddle & Reath LLP (included in
Exhibit 5).
Exhibit 24 Powers of Attorney (see Signature Pages).
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:
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(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.
(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 AND POWERS OF ATTORNEY
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 September 21,
1998.
GTECH HOLDINGS CORPORATION
By: /s/ William Y. O'Connor
-----------------------------
William Y. O'Connor
Chairman, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William Y. O'Connor, Steven P. Nowick and
Thomas J. Sauser, 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/ William Y. O'Connor Chairman of the Board, President and Chief September 21, 1998
- ----------------------- Executive Officer
William Y. O'Connor
/s/ Thomas J. Sauser Senior Vice President, Chief Financial September 21, 1998
- -------------------- Officer and Treasurer
Thomas J. Sauser
/s/ Robert J. Plourde Vice President and Corporate Controller September 21, 1998
- --------------------- (Principal Accounting Officer)
Robert J. Plourde
/s/ Robert M. Dewey, Jr. Director September 21, 1998
- ------------------------
Robert M. Dewey, Jr.
/s/ Burnett W. Donoho Director September 21, 1998
- ---------------------
Burnett W. Donoho
</TABLE>
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<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Lt. Gen. (Ret.) Emmett Paige, Jr. Director September 21, 1998
- -----------------------------------------------
Lt. Gen. (Ret.) Emmett Paige, Jr., (USA)
/s/ The Rt. Hon. Lord Moore Director September 21, 1998
- ---------------------------
The Rt. Hon. Lord Moore
of Lower Marsh, P.C.
/s/ Anthony Ruys Director September 21, 1998
- ---------------------------
Anthony Ruys
</TABLE>
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INDEX TO EXHIBITS FILED WITH
THIS REGISTRATION STATEMENT
Exhibit
4.2 First Amendment to GTECH Holdings Corporation 1998 Employee
Stock Purchase Plan.
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 Pages).
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EXHIBIT 4.2
FIRST AMENDMENT
TO THE
GTECH HOLDINGS CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, GTECH Holdings Corporation (the "Company") established the GTECH
Holdings Corporation 1998 Employee Stock Purchase Plan (the "Plan") for the
benefit of its employees and the employees of its designated subsidiaries; and
WHEREAS, the Company desires to amend the Plan to conform its eligibility and
funds transfer requirements to the requirements of foreign jurisdictions; and
WHEREAS, the Company has reserved the right to amend the Plan by appropriate
action and has authorized this amendment by resolution of its Board of
Directors.
NOW, THEREFORE, the Company hereby amends the Plan effective September 18, 1998.
1. Section 2.1 of the Plan is hereby amended by deleting the second sentence
thereof and replacing it with the following:
The funds allocated to a Participant's account shall remain the
property of the Participant at all times and may not be commingled
with the general funds of the Company.
2. Section 2.6 of the Plan is hereby amended by deleting it in its entirety and
substituting the following:
2.6 "Eligible Employee" shall mean any employee of the Company or a
Designated Subsidiary except (a) employees whose customary employment
is less than 20 hours per week, (b) employees whose customary
employment is not for more than five months in any calendar year, and
(c) employees who are Executive Officers of the Company, as determined
from time to time by the Board; provided, that in case of employees of
the Company or Designated Subsidiaries that are located outside the
United States, "Eligible Employee" shall mean any full or part time
employee of such Company or Designated Subsidiary who shall be
eligible to participate in the Plan as required by the applicable law
of such country or countries outside the United States.
<PAGE> 2
3. Except as amended above, the Plan remains in full force and effect and is in
all other respects ratified and approved.
IN WITNESS WHEREOF, the Company has caused this second amendment to be executed
this 18th day of September, 1998.
GTECH Holdings Corporation
By /s/ Stephen A. Davidson
-----------------------
Stephen A. Davidson
Senior Vice President
<PAGE> 1
EXHIBIT 5
LAW OFFICES
DRINKER BIDDLE & REATH LP
PHILADELPHIA NATIONAL BANK BUILDING
1345 CHESTNUT STREET
SUITE 1100
PHILADELPHIA, PA 19107-3496
Telephone: (215) 988-2700
Fax: (215) 988-2757
September 21, 1998
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
750,000 additional shares of Common Stock of the Company, par value $0.01 per
share ("Shares"), authorized for issuance under the Company's 1998 Employee
Stock Purchase Plan (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 and the By-laws of the Company, as amended through the effective
date of the Registration Statement, resolutions of the Company's Board of
Directors, the Plan, and such other documents and corporate records relating to
the Company and the issuance and sale of the Shares as we have deemed
appropriate for the purpose of giving this opinion.
In all cases, we have assumed the legal capacity of each natural person
signing any of the documents and corporate records examined by us, the
genuineness of signatures, the authenticity of documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and
other information made available to us by the Company.
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 such Shares
by the Company under the Plan has been duly authorized by the necessary
corporate action of the Board of Directors of the Company, and such Shares, when
issued and paid for 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.
<PAGE> 2
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent we do not admit that we come within the
categories of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, 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 Registration Statement (Form
S-8 No. 333-00000) pertaining to the GTECH Holdings Corporation 1998 Employee
Stock Purchase Plan of our report dated April 1, 1998 (except for Note R as to
which the date is April 20, 1998), with respect to the consolidated financial
statements of GTECH Holdings Corporation included in its Annual Report (Form
10-K) for the fiscal year ended February 28, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Providence, Rhode Island
September 23, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of GTECH Holdings Corporation of our report dated March 23, 1998, with
respect to the consolidated financial statements of Camelot Group plc which
appears on page 26 in the Annual Report on form 10-K of GTECH Holdings
Corporation.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
London, England
September 23, 1998
