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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: February 26, 2000
Commission File No: 1-11250
GTECH HOLDINGS CORPORATION
Delaware 05-0450121
(State or other jurisdiction (IRS Employer ID Number)
of incorporation or organization)
55 Technology Way, West Greenwich, Rhode Island 02817
(401) 392-1000
(Address and telephone number of Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: Common Stock $.01 par value
Name of Each Exchange on which Registered: New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]
The aggregate market value of the registrant's Common Stock (its only voting
stock) held by non-affiliates of the registrant as of April 26, 2000 was
$694,240,000 (Reference is made to Page 35 herein for a statement of the
assumptions upon which this calculation is based.)
On April 25, 2000, there were outstanding 34,814,976 shares of the registrant's
Common Stock.
Documents Incorporated By Reference: Certain portions of the registrant's 2000
definitive proxy statement relating to its scheduled August 2000 Annual Meeting
of Shareholders (which proxy statement is expected to be filed with the
Commission not later than 120 days after the end of the registrant's last fiscal
year) are incorporated by reference into Part III of this report.
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PART I
ITEM 1. BUSINESS
GENERAL
GTECH Corporation ("GTECH") is the world's leading operator of computerized
online lottery systems and the wholly owned subsidiary of GTECH Holdings
Corporation ("Holdings"; collectively with its direct and indirect subsidiaries,
including GTECH, the "Company"). The Company currently operates, or supplies
equipment to, online lottery systems for 28 of the 38 online lottery authorities
in the United States and has supplied, currently operates or has entered into
contracts to operate in the future online lottery systems for 54 of the 94
international online lottery authorities. The Company, seeking to develop growth
opportunities outside of the online lottery industry, is actively involved in
the pursuit of other gaming and entertainment opportunities, such as venue-based
gaming, video lottery and internet wagering. The Company also is considering
expanding into other complimentary areas of business, especially those involving
transaction processing.
Since the establishment of the first online lottery in 1975, the online lottery
industry has experienced substantial growth, as governments have increasingly
relied on lotteries as a non-tax source of revenue. After a number of years of
growth, the Company has witnessed over the past three years a downward trend in
the sales generated by its United States lottery customers. During fiscal 2000
(which ended February 26, 2000), lottery sales by the Company's domestic
customers declined approximately 4% from fiscal 1999 levels, contributing to a
decline in the Company's domestic service revenues of 6.3%. Notwithstanding
this, sales by the Company's international lottery customers increased
approximately 14.6% in fiscal 2000 over fiscal 1999. See "Item 7 Management's
Discussion and Analysis of Financial Condition and Results of Operations" below.
The Company's core business consists of providing online lottery services and
products to governmental lottery authorities and governmental licensees
worldwide. The Company offers its customers a full range of lottery services,
including the design, assembly, installation, operation, maintenance and
marketing of online lottery systems and instant ticket support systems and
services. The Company's lottery systems consist of numerous lottery terminals
located in retail outlets, central computer systems, systems software and game
software, and communications equipment which connects the terminals and the
central computer systems.
Historically, the majority of the Company's lottery customers in the United
States have entered into long-term service contracts pursuant to which the
Company provides, operates and maintains the customers' online lottery systems
in return for a percentage of the gross lottery revenues. Many of the Company's
international lottery customers have purchased their online lottery systems,
although some, especially lottery authorities in Eastern Europe and Latin
America, have entered into long-term service contracts with the Company. In
recent years there has been, in general, an industry movement away from product
sales in favor of long-term service contracts. In fiscal 1993, approximately 70%
of the Company's lottery revenues were derived from its portfolio of long-term
online lottery service contracts with substantially all of the remainder being
derived from lottery product sales. In fiscal 2000, approximately 86% of
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the Company's lottery revenues were derived from online lottery service
contracts. Notwithstanding this general industry trend, anticipated product
sales increased from $85.5 million in fiscal 1999 to $150.4 million in fiscal
2000, and the Company currently anticipates that product sales revenues for
fiscal 2001 will exceed fiscal 2000 levels.
In recent years, lottery authorities have recognized that by offering new games
or products, they often are able to generate significant additional revenues. An
important part of the Company's strategy is to develop new products and services
for its customers in order to increase their lottery revenues. The Company's
principal online products and services introduced in recent years consist of
keno, instant ticket support systems and services and televised lottery programs
such as BingoVision(TM). Keno, an online lottery game which features drawings as
often as every five minutes, was first introduced by the Company and the
Lotteries Commission of South Australia in 1990 and subsequently has been
introduced successfully by the Company and lottery authorities in 20 additional
jurisdictions on four continents. The Company currently provides instant ticket
support services, products and systems in 24 domestic jurisdictions and 16
jurisdictions outside of the United States. In recent years, the Company has
offered customers television lottery games. BingoVision(TM), the Company's best
known television game, is a televised bingo-based lottery game which is played
in nine jurisdictions. See "Certain Products and Services"
below.
During fiscal 1999, the Company announced that it had established a business
unit, UWin!(TM), to provide Internet-based interactive games to international
providers of government-sponsored lottery products and services. During
fiscal 2000, the Company's UWin!(TM) subsidiary entered into contracts with two
international lottery authorities for the provision of Internet-based wagering
services. See "Certain Significant Developments Since the Start of Fiscal 2000"
and "Certain Products and Services" below.
In recent years, the Company also has broadened its product lines outside of its
core business of providing online lottery services and products. In September
1995, the Company incorporated its Dreamport, Inc. ("Dreamport") subsidiary, to
pursue gaming opportunities other than online lottery, including video lottery
and venue-based gaming. Dreamport now provides a comprehensive array of creative
management and technology solutions and development and strategic services to
the gaming and entertainment markets, as well as video lottery systems and other
gaming technology. Dreamport, through a joint venture with Full House Resorts,
Inc., provides financing, gaming development and management services to the
Midway Slots and Simulcast emporium at Harrington Raceway in Delaware, and
currently independently provides machine gaming video lottery products and
services to nine jurisdictions worldwide. During fiscal 2000, Dreamport, in
equal partnership with Harrah's Entertainment, Inc. and Keeneland Association,
completed the purchase of the assets of Turfway Park, a thoroughbred racecourse
in Florence, Kentucky. See "Certain Significant Developments Since the Start of
Fiscal 2000" below.
GTECH was founded in 1980. Holdings acquired GTECH in a leveraged buy-out in
February 1990, in which members of then-senior management of GTECH participated.
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The Company's principal executive offices are located at 55 Technology Way, West
Greenwich, Rhode Island 02817, and its telephone number is (401) 392-1000.
CERTAIN FACTORS THAT MAY AFFECT FUTURE PERFORMANCE
The future performance of the Company's business is subject to the factors set
forth below, as well as the other considerations described elsewhere herein.
Certain statements contained in this Report are forward looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934. Such statements include, without limitation,
statements relating to (i) the future prospects for and stability of the lottery
industry and other businesses in which the Company is engaged in or expects to
be engaged in, (ii) the future operating and financial performance of the
Company, (iii) the ability of the Company to retain existing business and to
obtain and retain new business, (iv) the existence or effects of possible latent
Y2K, and (v) the results and effects of legal proceedings and investigations.
Such forward looking statements reflect management's assessment based on
information currently available, but are not guarantees and are subject to risks
and uncertainties that could cause actual results to differ materially from
those contemplated in the forward-looking statements. These risks and
uncertainties include but are not limited to those set forth below and elsewhere
in this report and in the Company's press releases and its Forms 10-K, 10-Q, 8-K
and other reports and filings with the Securities and Exchange Commission (the
"SEC").
GOVERNMENTAL REGULATION
In the United States, lotteries are not permitted in a particular jurisdiction
unless expressly authorized by law in such jurisdiction. Once authorized, the
ongoing operation of a lottery is highly regulated. Lottery authorities, which
generally conduct an intensive investigation of the Company and its employees
prior to and after the award of a lottery contract, may require the removal of
any Company employees deemed to be unsuitable and are generally empowered to
disqualify the Company from receiving a lottery contract or operating a lottery
system as a result of any such investigation. Certain jurisdictions also require
extensive personal and financial disclosure and background checks from persons
and entities beneficially owning a specified percentage (typically 5% or more)
of the Company's securities. The failure of such beneficial owners to submit to
such background checks and provide such disclosure could jeopardize the award of
a lottery contract to the Company or provide grounds for termination of an
existing lottery contract.
The international jurisdictions in which the Company markets its lottery systems
also usually have legislation and regulations governing lottery operations. The
regulation of lotteries in these international jurisdictions typically varies
from the regulation of lotteries in the United States. In addition, restrictions
are often imposed on foreign corporations seeking to do business in such
jurisdictions. As a result, the Company has found it desirable in a number of
instances to ally
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itself as a subcontractor or joint venture partner with one or more local
companies in seeking international lottery contracts.
MAINTENANCE OF BUSINESS RELATIONSHIPS AND CERTAIN LEGAL MATTERS
A significant portion of the Company's revenues and cash flow is derived from
its portfolio of long-term online lottery service contracts. The Company's
online lottery service contracts typically have an initial term of five years
and usually provide the customer with options to extend the contract under the
same terms and conditions for additional periods generally ranging from one to
five years. The Company's customers have generally exercised some or all of the
extension options under their contracts or negotiated extensions on different
terms and conditions. Upon the expiration of a contract, lottery authorities may
award new contracts through a competitive procurement process. There can be no
assurance that, in the future, the Company's contracts will be extended or that
it will be awarded new contracts as a result of competitive procurement
processes. The Company's lottery contracts typically permit a lottery authority
to terminate the contract at any time for failure to perform and other specified
reasons, and many of such contracts permit the lottery authority to terminate
the contract at will and do not specify the compensation, if any, to which the
Company would be entitled were such termination to occur. The termination of or
failure to renew one or more lottery contracts could, depending upon the
circumstances, have a material adverse effect on the Company's business,
financial condition and results and prospects.
The Company regularly engages public affairs and governmental relations
advisors, including lobbyists, in various jurisdictions to advise legislators,
other governmental officials and the public in connection with lottery
legislation, to monitor potential lottery legislation and to advise the Company
in connection with the Company's lottery proposals. The Company also makes
contributions to various political parties and associations but does not make
contributions to individual candidates or their campaigns.
As previously reported, J. David Smith, a former sales manager of the Company,
was convicted in the New Jersey U.S. District Court in October of 1996 of
receiving kickbacks for his personal benefit from consultants to the Company. In
October 1998, Mr. Smith was sentenced to a prison term which he is currently
serving, and he was fined and ordered to pay restitution to the Company. The
charges brought against Mr. Smith did not allege any wrongdoing on the part of
the Company. In November 1998, the New Jersey U.S. Attorney's Office, which
had brought the charges against Mr. Smith, advised the Company that the Company
was not then the subject or target of any ongoing grand jury investigation by
that office. In a related matter the previously reported civil damages suit
brought by Joseph LaPorta (one of the consultants who was indicted along with J.
David Smith but was found not guilty) against GTECH and one of its former
Co-Chairmen was dismissed by the court by summary judgement in September 1999.
(Reference is made to Item 1, "Certain Factors Affecting Future
Performance-Maintenance of Business Relationships and Certain Legal Matters" of
the Company's fiscal 1999 10-K).
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In 1995, the Texas U.S. Attorney's Office also issued grand jury document
subpoenas to the Company, with which the Company has complied, and the Company
has not received any further subpoenas or requests for information since that
time.
In February 1999, a witness appearing before the Moriarty Tribunal, an
investigative body convened by the Irish Parliament and chaired by Mr. Justice
Moriarty to investigate the business affairs generally of former Taoiseach
(Prime Minister) of Ireland, Charles Haughey, testified that in February 1993
Guy B. Snowden, then Chief Executive Officer of the Company, had invested
pounds sterling 67,000 (approximately $100,000) of his personal funds in a
company owned by Mr. Haughey's son. Mr. Haughey had resigned as Taoiseach in
February 1992. In July 1992, the An Post Irish National Lottery Company, the
Irish lottery authority (the "NLC"), issued a Request for Proposals respecting
online and instant ticket lottery goods and services, and in September 1992 the
Company, which was the then the incumbent provider of lottery goods and
services to the NLC under an agreement awarded to the Company in 1987,
submitted a Proposal to the NLC in response to the NLC's Request for Proposals.
In November 1992, the NLC selected the Company to provide online and instant
ticket goods and services to the NLC under the terms of the competitive
procurement and, following negotiations, a definitive agreement was entered
into between the NLC and the Company in March 1993. The Tribunal has requested
that the Company provide various documents regarding the Company's business in
Ireland. The Company is cooperating with the Tribunal. In addition, the Company
has made its own inquiry into the facts surrounding Mr. Snowden's investment
and the extent, if any, of the Company's involvement in or knowledge of that
investment. The Company's investigation has determined that no Company funds
were used to make Mr. Snowden's investment, and there is no information to
suggest that Mr. Snowden ever sought reimbursement for the investment from the
Company. Further, there is no information to suggest that Mr. Snowden informed
anyone else at the Company of his investment at the time or that his investment
was related in any way to the renewal of the Company's contract to supply
systems and support to the NLC. Mr. Snowden has advised the Company through his
counsel that (i) his investment was a strictly personal one, (ii) the
investment was made from his personal funds, (iii) he never sought
reimbursement for any portion of his investment from the Company or any other
entity, and (iv) his investment was not related to the NLC and was not intended
to and did not influence the NLC's decision to renew the Company's contract.
No charges of wrongdoing have ever been brought against the Company by any grand
jury or other governmental authority.
The Company does not believe that it has engaged in any wrongdoing in connection
with these matters. However, since investigations are or may still be underway
and, investigations of this type customarily are conducted in whole or in part
in secret, the Company lacks sufficient information to determine with certainty
their existence or ultimate scope and whether the government authorities will
assert claims resulting from these or other investigations that could implicate
or reflect adversely upon the Company.
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Because the Company's reputation for integrity is an important factor in its
business dealings with lottery and other governmental agencies, if government
authorities were to make an allegation of, or if there were to be a finding of,
improper conduct on the part of or attributable to the Company in any matter,
such an allegation or finding could have a material adverse effect on the
Company's business, including its ability to retain existing contracts and to
obtain new or renewal contracts. In addition, continuing adverse publicity
resulting from these investigations and related matters could have such a
material adverse effect.
See also Item 3 - "Legal Proceedings" below.
FLUCTUATION OF QUARTERLY OPERATING RESULTS
The Company has experienced and may continue to experience significant
fluctuations in operating results from quarter to quarter due to such factors as
the amount and timing of product sales, the occurrence of large jackpots in
lotteries (which increase the amount wagered and the Company's revenue) and
expenses incurred in connection with lottery start-ups and other new ventures.
LIQUIDATED DAMAGES UNDER CONTRACTS
The Company's lottery contracts typically permit termination of the contract at
any time for failure of the Company to perform and for other specified reasons
and generally contain demanding implementation schedules and performance
schedules. Failure to perform under such contracts may result in substantial
monetary liquidated damages, as well as contract termination. Many of the
Company's lottery contracts also permit the lottery authority to terminate the
contract at will and do not specify the compensation, if any, to which the
Company would be entitled should such termination occur. Certain of the
Company's United States lottery contracts have contained provisions for up to
$700,000 a day in liquidated damages for late system start-up and provide for
up to $10,000 or more in penalties per minute for system downtime in excess of
a stipulated grace period, and certain of the Company's international customers
(most notably the United Kingdom's National Lottery) similarly reserve the
right to assess substantial monetary damages in the event of contract
termination or breach. Although such liquidated damages provisions are
customary in the lottery industry and the actual liquidated damages imposed are
generally subject to negotiation, such provisions in the Company's lottery
contracts present an ongoing potential for substantial expense. Liquidated
damages are generally deducted directly from revenues the Company has otherwise
earned from the lottery authorities and are budgeted by the Company on an
annual basis. Lottery contracts generally require the vendor (i.e., the
Company) to post a performance bond, which in some cases may be substantial,
securing the vendor's performance under such contracts.
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Liquidated damages paid or incurred by the Company with respect to its contracts
equaled 0.23%, 0.25%, 0.21%, 0.35% and .56% of annual revenues in each of the
five fiscal years ending February 1996 through 2000, respectively.
GAMING OPPOSITION
While the Company believes that legalized gaming, especially lottery, generally
enjoys widespread public support, gaming opponents have continued to persist in
efforts to curtail the expansion of legalized gaming. For example, the National
Gaming Impact Study Commission, a commission created by the U.S. Congress in
1997 to study the economic and social effects of legalized gambling, narrowly
voted during fiscal 1999 to endorse a non-binding recommendation for a
moratorium on the spread of casinos, lotteries and slot machines in the United
States. In addition, during fiscal 2000, the voters of Alabama defeated a
referendum to authorize the introduction of state lottery in Alabama. Moreover,
on-line lottery sales in a number of U.S. jurisdictions have leveled off or
have declined in recent years, a phenomenon which may reflect, in part,
opposition to gaming.
STRENGTHENING OF COMPETITION
The online lottery industry is increasingly competitive in the United States and
internationally, which increased competition could adversely affect the
Company's ability to win renewals of contracts from its existing customers and
to win contract awards from other lottery authorities. Such increased
competition may affect the profitability of contracts which the Company does
obtain. Through fiscal 2001 (which ends in February 2001), a number of the
Company's larger contracts are expected to come up for renewal, including its
contracts with the lottery authorities of Brazil (National Lottery) and the
United Kingdom. See "Facilities Management Contracts" and "Competition" below.
See also Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operation" below.
ATTRACTING AND RETAINING EMPLOYEES
As is the case with all technology companies, the Company's business prospects
and future success depend upon its ability to attract and to retain qualified
managerial, marketing and technical employees. Competition for such employees
is sometimes intense, especially during times of general economic prosperity.
If the Company is unable to continue to attract and retain the technical and
managerial personnel it requires, its business, financial condition and
operating results could be adversely affected.
FOREIGN CURRENCY EXCHANGE RATES
Foreign exchange exposures arise from current transactions and anticipated
transactions denominated in a currency other than an entity's functional
currency and from the translation of foreign currency balance sheet accounts
into U.S. dollar balance sheet accounts. The Company employs a variety of
strategies in its effort to manage its
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substantial foreign currency exchange exposure. See Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operation" below.
CERTAIN SIGNIFICANT DEVELOPMENTS SINCE THE START OF FISCAL 2000
LOTTERY CONTRACT AWARDS AND RELATED SIGNIFICANT DEVELOPMENTS
Since the start of fiscal 2000 (which ended on February 26, 2000), the Company
has received a number of service contract awards and extensions from lottery
authorities.
NEW ONLINE CUSTOMERS. During fiscal 2000, the Company received awards to install
online lottery systems from six new online customers. In July 1999, the Company
announced that Uthingo Management (Proprietary) Limited, a consortium in which
GTECH is a 10 percent equity investor, was chosen to supply an online lottery
system to the South African National Lottery following a competitive
procurement. Under the terms of arrangements entered into between the Company
and Uthingo, GTECH will provide the hardware and software needed to operate the
lottery system, as well as provide support and training to the consortium. In
August 1999, the Company announced that it had signed contracts with two new
customers in Morocco, La Societe de Gestion de la Loterie Nationale and La
Marocaine des Jeux et des Sports, to provide products and services for the
online operation of lottery and sports betting games in Morocco. The facilities
management agreement entered into with these Moroccan lottery authorities
provides for GTECH to convert the lottery authorities' two off-line systems to a
new, secure online lottery network including central system hardware and
software and up to 2,000 GTECH Tiffany(TM) and Spectra(R) terminals, together
with a variety of services, including instant tickets, telecommunications
services, hardware and software installation and maintenance and training and
marketing support. Also in August 1999, the Company announced that it had signed
a product sales and services contract with Teseo S.r.l., a subsidiary of SNAI
S.p.A., the largest sports betting supplier in Italy, pursuant to which GTECH
will sell 2,000 Altura(TM) terminals and spare parts to Teseo S.r.l. In November
1999, the Company announced that it had been awarded a contract to provide new
online lottery central system hardware and ProSys(R) software to La Francaise
des Jeux, the operator of the French National Lottery. In December 1999, the
Company announced that it had signed a facilities management contract with
Empresa Colombiana de Recursos para la Salud, S.A. ("ECOSALUD"), the Colombian
Lottery authority, to provide online lottery goods and services including
central system hardware and software, up to 5,000 ISYS(TM) terminals and
telecommunications services, for a National Lottery in Colombia. Under the terms
of the Company's contract with ECOSALUD, GTECH is also to provide a variety of
services including comprehensive marketing services. Online lottery sales
commenced under the South African and Moroccan contracts in March and April
2000, respectively, and are scheduled to commence under the Colombian contract
in July 2000.
In April 2000 (after the close of fiscal 2000), the Company announced that it
had been selected by the Portuguese lottery authority Santa Casa da Misericordia
de Lisboa, following a competitive procurement, to replace the lottery
authority's existing off-line systems with a full turn-key online lottery
system, including central system hardware and software.
OTHER NEW ONLINE CONTRACTS AND EXTENSIONS. Since the start of fiscal 2000, the
Company also has been awarded online service contracts by, or has received
contract extensions from, a number of its existing customers.
In March 1999, the Company announced that it had signed a new contract to
provide online lottery products and services for Loteria Electronica de Puerto
Rico. In July 1999, Lottery
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Technology Enterprises, a joint venture among GTECH and two local enterprises,
signed a new online contract with the DC Lottery and Charitable Control Board,
the DC Lottery authority. This contract, which followed a competitive
procurement, is for a 10-year term. In December 1999, the Company announced
that following a competitive procurement it had been selected by the New York
lottery authority to supply, operate and maintain a new comprehensive online and
instant ticket lottery system for New York. In December 1999, the Company also
announced that it had been selected by the Illinois lottery authority to
negotiate a five-year contract to supply a new, fully integrated online and
instant ticket accounting system including new central system hardware and
software. In December 1999, the Company entered into an agreement to provide
online lottery hardware and software on an exclusive basis to Boldt SA, the
operator of the Provincial Lottery of Buenos Aires, through October 2009.
In addition, in March 2000, after the close of fiscal year 2000, the Company
entered into a new contract to sell online lottery equipment, and to provide
software and services to the Western Australia Lotteries Commission. Under the
terms of this agreement, GTECH will replace the lottery authority's existing
central system hardware, software and network communications equipment and will
provide training, installations and software support services.
Since the start of fiscal 2000, the lottery authorities of Argentina, Ireland,
New York, Ohio, Trinidad and Tobago and Washington have extended the terms of
their online contracts with the Company.
The Company has also reported that during fiscal 2000 following competitive
procurements, the lottery authorities of New Hampshire, Maine, Vermont and West
Virginia, all of which are currently online customers of the Company, awarded
contracts to provide equipment and services for new online lottery systems to
competitors of the Company. In December 1999, the Company also reported that,
following a competitive procurement, the New York lottery authority had selected
another vendor to provide instant ticket and telemarketing services through
February 2002. Previously, the Company had provided instant ticket services to
the New York lottery authority under an agreement that terminated in January
2000. As noted above, however, the New York lottery authority subsequently
awarded a new comprehensive online and (commencing in March 2002) instant ticket
services contract to the Company.
DREAMPORT AND NON-LOTTERY GAMING
Since the start of fiscal 2000, there have been several significant developments
respecting the Company's non-lottery gaming and entertainment business. In March
1999, Turfway Park LLC, a company the membership interests of which are owned
equally by Keeneland Association, Inc., Dreamport and a wholly-owned subsidiary
of Harrah's Entertainment, closed on its $37 million acquisition of Turfway
Park, a traditional racetrack located in Florence, Kentucky (in the Cincinnati,
Ohio market) featuring thoroughbred racing and simulcast wagering and related
assets which acquisition Dreamport had announced in fiscal 1999. In April 1999,
Dreamport entered into a five-year exclusive original equipment manufacturing
agreement with the Bally Gaming and Systems business unit of Alliance Gaming
Corporation pursuant to which Bally Gaming will
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manufacture gaming devices (including its GameMaker(TM) and GameMagic(TM)
product lines), for video lottery markets exclusively for Dreamport. In December
1999, GTECH entered into a contract on behalf of Dreamport with Entitat Antonoma
de Jocs Apostes ("EAJA"), the parent organization of Loto Catalunya, the Catalan
lottery authority, to operate its SuperTOC bingo game. The SuperTOC game is a
wide area bingo game that creates jackpots by linking together 70 bingo halls in
Catalunya, Spain. See "Certain Products and Services-Non-Lottery Gaming Products
and Services", below.
UWIN!
In May 1999, UWin! Corporation, the Company's Internet lottery subsidiary,
entered into an agreement to provide UWin!'s proprietary Internet lottery gaming
system to AnPost National Lottery Company for the Irish National Lottery. In
November 1999, the Company announced that UWin! had entered into a five-year
agreement with Dansk Tipstjeneste A/S, the operator of the National Lottery of
Denmark, to provide UWin!'s proprietary Internet lottery gaming system and
project management to Dansk Tipstjeneste. The Company currently anticipates that
sales will begin on the Ireland and Denmark UWin! systems in, respectively, the
second and third quarters of fiscal 2001. See "Certain Products and Services --
UWin!", below.
OTHER NEW PRODUCTS AND SERVICES
Since the start of fiscal 2000, the Company has made several announcements
respecting other new products and services in addition to the Company's UWin!
Internet products described immediately above. In July 1999, the Company
announced that it had entered into a five-year agreement to provide, as
subcontractor to OAO Corporation (a provider of aerospace and information
technology services), network services to the District of Columbia lottery
authority. Under this agreement, which is the Company's first stand-alone
network communications contract, GTECH has installed and will maintain a secure,
wireless communications network using the Company's private radio network
technologies so as to permit real-time, two-way communications between the DC
lottery authority's lottery terminals and its central system. In connection with
implementation of the South Africa National Lottery, the Company acquired a
minority interest in Wireless Business Solutions (Proprietary) Limited, a South
African company and holder of a license to provide certain radio-based
telecommunications services in South Africa. During fiscal 2000, the Company
continued its efforts to broaden its offerings of high-volume transaction
processing services outside its core business of providing online lottery
products and services and its electronic benefits delivery business which it
carries on through its subsidiary, Transactive Corporation. For example,
recently, during fiscal 2000, the Company began offering Brazilian consumers the
opportunity to pay their cellular phone bills and taxes via its national network
in Brazil.
MANAGEMENT DEVELOPMENTS
Since the start of fiscal 2000, there have been several significant managerial
developments. In March 1999, the Company named David J. Calabro as Senior Vice
President with responsibility for the Company's worldwide facilities management
business. In October 1999, the Company promoted William M. Pieri to Vice
President and Treasurer and, in January 2000, the Company promoted Jaymin B.
Patel to the position of Senior Vice President and Chief Financial Officer. The
promotions of Messrs. Patel and Pieri filled the vacancies created by the
October 1999 resignation
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of Thomas J. Sauser, who had served as GTECH's Senior Vice President, Chief
Financial Officer and Treasurer since February 1996. Finally, in March 2000
(after the close of fiscal 2000), the Company appointed Steven P. Nowick to the
position of President of the Company. Mr. Nowick continues in his role as the
Company's Chief Operating Officer.
LOTTERY INDUSTRY
Statements relating to the lottery industry contained in this report are based
on information compiled by the Company, or derived from independent public
sources which the Company believes to be reliable. No assurance can be given,
however, regarding the accuracy of such statements. In general, there is less
publicly-available information concerning the international lottery industry
than the lottery industry in the United States.
Lotteries are operated by state and foreign governmental authorities and their
licensees in approximately 195 jurisdictions worldwide. Governments have
authorized lotteries primarily as a means of generating non-tax revenues. In the
United States, lottery revenues are frequently designated for particular
purposes, such as education, economic development, conservation, transportation
and aid to the elderly. Many states have become increasingly dependent on their
lotteries as revenues from lottery ticket sales are often a significant source
of funding for these programs.
Although there are many types of lotteries in the world, it is possible to
categorize government authorized lotteries into two principal groups: online
lotteries and off-line lotteries. An online lottery is conducted through a
computerized lottery system in which lottery terminals are connected to a
central computer system, typically by dedicated telephone lines. An online
lottery system is generally utilized for conducting games such as lotto, sports
pools, keno and numbers, in which players make their own selections. Off-line
lotteries feature lottery games which are not computerized, including
traditional off-line lottery games and instant ticket games. Traditional
off-line lottery games, in which players purchase tickets which are manually
processed for a future drawing, generally are conducted only in international
jurisdictions. Instant ticket games, in which players scratch off a coating from
a pre-printed ticket to determine if it is a winning ticket, are conducted both
internationally and in the United States.
In general, online lotteries generate significantly greater revenues than both
traditional off-line lottery games and instant ticket games. In addition, there
are several other advantages to online lotteries as compared to traditional
off-line lotteries. Unlike traditional off-line lottery games, wagers can be
accepted and processed by an online lottery system until minutes before a
drawing, thereby significantly increasing the lottery's revenue in cases in
which a large prize has attracted substantial wagering interest. Online lottery
systems also provide greater reliability and security, allow a wider variety of
games to be offered and automate accounting and administrative procedures which
are otherwise manually performed.
Typically, approximately 50% of the gross revenues of an online lottery in the
United States is returned to the public in the form of prizes. Approximately 35%
is used by the state to support
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<PAGE> 13
specific public programs or as a contribution to the state's general funds. The
remaining 15% is generally used to fund the operations of the lottery, including
the cost of advertising, sales commissions to point-of-purchase retailers and
service fees to vendors such as GTECH.
From 1971 through 1999, total annual lottery ticket sales in the United States
grew from approximately $147.5 million to approximately $34.1 billion, although
the Company has witnessed, over the last three years, a downward trend in sales
generated by its United States lottery customers. See "General" above.
Historically, most of the growth in ticket sales has occurred in the online
portion of the lottery business which accounted for approximately 56.6% of total
lottery ticket sales in 1999.
There are currently 38 jurisdictions operating online lotteries in the United
States. Implementation of lotteries in other jurisdictions, will depend upon
successful completion of legislative, regulatory and administrative processes.
Outside the United States, government operated or licensed lotteries, many of
which are off-line, have a long history. The international online lottery
industry has experienced significant growth. Since 1977, when there were no
online lotteries operating outside of the United States, 94 international
jurisdictions have implemented online lottery systems. A number of other
international jurisdictions, principally in Europe, Asia and Latin America, are
currently considering the implementation of online lotteries.
ONLINE LOTTERY CONTRACTS
The Company generally conducts business under one of three types of contractual
arrangements: Facilities Management Contracts, Operating Contracts and Product
Sales Contracts. Under a typical Facilities Management Contract, the Company
installs, operates and maintains a lottery system, while retaining ownership of
the lottery system. These contracts generally provide for service fees directly
from the lottery authority to the Company based on a percentage of online
lottery ticket sales. Under an Operating Contract, the Company generally
provides the same services as under a Facilities Management Contract, but sells
the lottery system and licenses the computer software to the lottery authority.
Ongoing service fees to the Company under an Operating Contract are usually
based on a percentage of lottery ticket sales. Under a Product Sales Contract,
the Company sells, delivers and installs a turnkey lottery system or lottery
equipment and licenses the computer software for a fixed price, and the lottery
authority subsequently operates and maintains the lottery system.
The collection of lottery monies, the selection of winners, the financial
responsibility for the payment of prizes and the qualification of retail sales
agents are usually the sole responsibility of the lottery authority in each
jurisdiction in which the Company operates a lottery. The United Kingdom's
National Lottery and the South Africa National Lottery provide important
exceptions to the general rule in that in each case a licensee operates all
aspects of the respective National Lottery with the exception of proceeds
allocation.
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<PAGE> 14
FACILITIES MANAGEMENT CONTRACTS
The Company's Facilities Management Contracts generally require the Company to
install, operate and maintain an online lottery system for an initial term,
which is typically at least five years, and usually contain options permitting
the lottery authority to extend the contract under the same terms and conditions
for one or more additional periods, generally ranging from one to five years. In
addition, the Company's customers occasionally renegotiate extensions on
different terms and conditions. See also "Certain Factors That May Affect Future
Performance- Liquidated Damages Under Contracts" above.
The Company's revenues under Facilities Management Contracts are generally based
upon a percentage of gross online lottery ticket sales. The level of lottery
ticket sales within a given jurisdiction is determined by many factors,
including population density, the types of games played and the games' design,
the number of terminals, the size and frequency of prizes, the nature of the
lottery's marketing efforts and the length of time the online lottery system has
been in operation.
Under its Facilities Management Contracts, the Company retains title to the
lottery system and typically provides its customers with the services necessary
to operate and manage the lottery system. The Company installs and commences
operations of a lottery system after being awarded a Facilities Management
Contract and, following the start-up of the lottery system, is responsible for
all aspects of the system's operations. The Company typically operates lottery
systems in each jurisdiction on a stand-alone basis through the installation of
two or more dedicated central computer systems, although in a few instances
several jurisdictions share the same central system. In addition, the Company
employs a dedicated work force in each jurisdiction, consisting of a site
director, marketing personnel, computer and hotline operators, communications
specialists and customer service representatives who service and maintain the
system.
Under certain of the Company's Facilities Management Contracts the lottery
authority has the right to purchase the Company's lottery system during the
contract term at a predetermined price, which is calculated so that it exceeds
the Company's net book value of the system at the time the right is exercisable.
The Company's role with respect to the continued operation of a lottery system
in the event of the exercise of such a purchase option generally is not
specified in such contracts and thus would be subject to negotiation. Under many
of the Company's Facilities Management Contracts, the lottery authority also has
the option to require the Company to install additional terminals and/or add new
lottery games. Such installations may require significant expenditures by the
Company. However, since the Company's revenues under such contracts generally
depend on the level of lottery ticket sales, such expenditures have generally
been recovered through the revenues generated by the additional equipment or
games and revenues from existing equipment.
Under a number of the Company's lottery contracts (including the Georgia, Texas
and United Kingdom contracts), in addition to providing, operating and
maintaining the online lottery system in these jurisdictions, GTECH is providing
a wide range of support services and equipment for the lottery's instant ticket
games, such as marketing, distribution and automation of
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<PAGE> 15
validation, inventory and accounting systems, for which it receives fees based
upon a percentage of the revenues of the instant ticket games.
Revenues from Facilities Management Contracts are accounted for as service
revenues in the Company's Income Statements.
The table below sets forth the lottery authorities with which the Company had
Facilities Management Contracts and fully installed, operational lottery systems
as of April 1, 2000. Unless otherwise indicated, the Company is the sole
supplier of central computers and terminals and services to each of the lottery
authorities listed below. The table also sets forth information regarding the
term of each contract and, as of April 1, 2000, the approximate number of
terminals installed in each jurisdiction.
<TABLE>
<CAPTION>
CURRENT
NUMBER OF LOTTERY DATE OF COMMENCEMENT OF DATE OF EXPIRATION OF EXTENSION
JURISDICTION TERMINALS INSTALLED(1) CURRENT CONTRACT CURRENT CONTRACT TERM OPTIONS*
<S> <C> <C> <C> <C>
UNITED STATES:
Arizona 2,503 9/99 9/04 2 one-year
California (2) 20,184 10/93 10/03 --
Colorado 2,241 3/95 10/04 --
D.C. (3) 576 6/99 11/09 --
Georgia 6,817 4/93 9/03 --
Illinois (4) 6,957 2/89 10/00 --
Iowa 1,503 4/91 6/01 1 two-year
Kansas 1,826 7/97 6/02 1 three-year
1 two-year
Kentucky 2,888 4/97 6/03 5 one-year
Louisiana 2,764 6/97 6/05 5 one- year
Maine (5) 993 7/90 6/00 --
Michigan 6,554 1/98 1/06 3 one-year
Missouri 2,778 7/96 7/01 1 two-year
Nebraska 1,127 4/94 6/04 --
New Hampshire (5) 996 7/90 6/00 --
New Jersey 6,005 6/96 6/01 5 years
New Mexico 1,215 6/96 11/03 5 one-year
New York 14,068 2/93 2/02 --
Ohio 6,396 10/93 6/01 --
Oregon 2,757 12/96 10/04 3 one-year
</TABLE>
14
<PAGE> 16
<TABLE>
<CAPTION>
CURRENT
NUMBER OF LOTTERY DATE OF COMMENCEMENT OF DATE OF EXPIRATION OF EXTENSION
JURISDICTION TERMINALS INSTALLED(1) CURRENT CONTRACT CURRENT CONTRACT TERM OPTIONS*
<S> <C> <C> <C> <C>
Rhode Island 809 1/97 7/02 5 one-year
Texas 15,589 3/92 8/02 --
Vermont (5) 477 7/90 6/00 --
Washington State 2,493 9/95 6/04 --
West Virginia (6) 1,414 2/92 6/00 (6)
Wisconsin 3,136 6/97 6/02 2 one-year
INTERNATIONAL:
Barbados 199 10/94 11/04 --
- -T.L. Lotteries
Brazil (7)
- -National
Lottery (7) 12,486 1/97 1/01 (7)
- -Minas Gerais 904 10/94 10/00 (7)
- -Parana 818 9/99 9/03 (7)
- -Santa Caterina 200 5/95 7/00 (7)
- -Goias 112 7/97 7/01 (7)
Chile
- -Polla Chilena de 1,619 12/93 8/02 --
Beneficencia S.A.
Czech Republic (8)
- -SAZKA 5,269 10/92 (8) (8)
Ireland (9)
- -An Post Nat'l 2,054 3/93 3/01 (9)
Lottery Company
Lithuania (10)
- -OLIFEJA 789 12/94 12/09 (10)
Morocco (11) 8/99 8/08 --
- -La Societe de
Gestion de la
Loterie Nationale
(11) 8/99 8/08 --
- -La Marocaine des
Jeux et Les Sports
Poland (12) 5,779 3/91 10/01 (12)
- -Totalizator
Sportowy
Puerto Rico 2,053 3/99 3/05 1 three-year
- -Loteria
Electronica de
Puerto Rico
Slovak Republic 1,150 3/96 10/04 --
- -TIPOS a.s.
</TABLE>
15
<PAGE> 17
<TABLE>
<CAPTION>
CURRENT
NUMBER OF LOTTERY DATE OF COMMENCEMENT OF DATE OF EXPIRATION OF EXTENSION
JURISDICTION TERMINALS INSTALLED(1) CURRENT CONTRACT CURRENT CONTRACT TERM OPTIONS*
<S> <C> <C> <C> <C>
South Africa (13) 4,900 7/99 7/09 --
- -National Lottery
Spain
- -L'Entitat 2,488 10/97 10/03 1 six-month
Autonomade Jocs I
Apostes de la
Generalitat de
Catalunya
Trinidad & Tobago
- -National Lotteries 641 12/93 7/06 1 three
Control Board
United Kingdom
- -The National 24,865 7/94 9/01 --
Lottery (14)
</TABLE>
* Reflects extensions available to the lottery authority under the same terms as
the current contract. Lottery authorities occasionally negotiate extensions on
different terms and conditions.
(1) Total does not include instant ticket validation terminals.
(2) In addition, the Company is a subcontractor to High Integrity Systems, Inc.
("HISI"), which has a contract with the California lottery authority to
install and maintain 6,309 terminals using HISI's proprietary dial-up
technology for online and instant ticket sales and validation.
(3) Operated by Lottery Technology Enterprises, a joint venture in which the
Company has a 40% interest.
(4) In December 1999, the Illinois lottery authority selected the company to
provide a new on-line system subject to the successful conclusion of
negotiations.
(5) The Maine, New Hampshire and Vermont lottery authorities share a central
computer system. During fiscal 2000, the lottery authorities of New
Hampshire, Maine and Vermont awarded online contracts to competitors of
the Company.
(6) In November 1999, the West Virginia lottery authority awarded the new
online contract to a competitor of the Company.
(7) Operated by GTECH Brasil Holdings, S.A., a Brazilian company in which the
Company owns all voting stock. Each of the Brazilian agreements may be
extended, at the option of the respective lottery authority, for one or
more extension terms not to exceed, in aggregate, the duration of the base
term.
(8) The contract with the Czech Republic lottery authority provides that it
runs until seven years after the installation of the 3,000th terminal or
three years after the installation of any terminals after the 3,000th
terminal, whichever is later. The Company currently estimates that its
contract with the Czech lottery authority will terminate in August 2002.
(9) The contracts with the Ireland licensee may either be extended for
any period mutually acceptable to the Company and the lottery authority or
continue indefinitely until termination by the licensee.
(10) The Company's contract with the Lithuania lottery authority automatically
extends from year-to-year unless either party gives timely notice of
non-renewal.
(11) Sales began under the Morocco online contract on April 10, 2000.
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<PAGE> 18
(12) The term of the Company's contract with the Poland lottery authority
automatically renews for an indefinite number of one-year extension periods
unless either party gives timely notice of non-renewal.
(13) Operated by Uthingo consortium, in which GTECH is a 10 percent equity
owner.
(14) Operated by Camelot Group plc, a consortium of which the Company was, until
April 1998, a member, on a facilities management basis. The Company will
continue to sell equipment to Camelot Group plc for use by The National
Lottery.
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<PAGE> 19
OPERATING CONTRACTS
Under an Operating Contract, the Company generally operates and maintains the
lottery system and provides on-going software support services in the same
manner as under a Facilities Management Contract, except that the Company sells
the lottery system and licenses the software to the lottery authority at the
beginning of the contract rather than retaining ownership of the system. Ongoing
service fees to the Company under its Operating Contracts are usually based on a
percentage of lottery ticket sales. The initial contract term, extensions,
rebidding processes and termination rights for Operating Contracts are generally
substantially the same as those under Facilities Management Contracts.
Revenues from sales of lottery systems and equipment under Operating Contracts
are accounted for as product sales revenue, and services provided under such
contracts are accounted for as service revenues in the Company's Income
Statements.
The table below sets forth the lottery authorities with which the Company had
Operating Contracts as of April 1, 2000. Unless otherwise indicated, the Company
is the sole supplier of lottery equipment and services to each of the lottery
authorities listed below. The table also sets forth information regarding the
term of each contract and, as of April 1, 2000, the approximate number of
terminals installed in each jurisdiction.
OPERATING CONTRACTS
<TABLE>
<CAPTION>
NUMBER OF DATE OF EXPIRATION OF CURRENT
LOTTERY TERMINALS DATE OF COMMENCEMENT OF CURRENT CONTRACT TERM EXTENSION
JURISDICTION INSTALLED(1) CURRENT CONTRACT OPTIONS*
UNITED STATES:
<S> <C> <C> <C> <C>
Idaho 672 2/99 2/03 4 one-year
INTERNATIONAL:
Argentina
- -Loteria National Sociedad 802 11/93 4/03 --
del Estado
Turkey
- -Turkish National Lottery 3,825 2/96 11/01 (2)
</TABLE>
________________________
* Reflects extensions available to the lottery authority under the same
terms as the current contract. Lottery authorities occasionally negotiate
extensions on different terms and conditions.
(1) Total does not include instant ticket validation terminals.
(2) The term of the contract with the Turkey lottery authority automatically
renews for successive one-year extension terms unless either party gives
timely notice of non-renewal. In addition, the Turkey lottery authority has
the option to assume responsibility for the provision of certain lottery
services at any time after the second anniversary of system start-up.
18
<PAGE> 20
PRODUCT SALES CONTRACTS
The Company sells, delivers and installs online lottery systems for a fixed
price under Product Sales Contracts. The Company also sells additional terminals
and central computers to expand existing systems and/or replace existing
equipment under Product Sales Contracts.
In connection with its Product Sales Contracts, the Company generally designs
the lottery system, trains the lottery authority's personnel and provides other
services required to make and keep the system operational. The Company also
generally licenses its software to its customers for a fixed additional fee.
Historically, product sales revenues have been derived from the installation of
new online lottery systems and the sales of lottery terminals and equipment in
connection with the expansion of existing lottery systems. The size and timing
of these transactions at times has resulted in variability in product sales
revenues from quarter to quarter. See Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
The table below lists certain of the Company's direct and indirect customers
that have purchased or as to which they have agreed to purchase lottery
terminals and other online lottery equipment from the Company since March 1,
1991. The Company has found the size and timing of product sales often difficult
to predict and has experienced variability in product sales revenues from period
to period.
Argentina --National Lottery of Argentina
Argentina --Provincial Lottery of Buenos Aires
Australia --Lotteries Commission of New South Wales
Australia --Lotteries Commission of South Australia
Australia --Tattersall Sweep Consultation
Australia --Lotteries Commission of West Australia
Austria --Osterreichische Lotto Toto Gesmbh
Belgium --Loterie Nationale de Belgique
Canada --Atlantic Lottery Corporation
Canada --British Columbia Lottery Corporation
Canada --Loto-Quebec
Canada --Ontario Lottery Corporation
Canada --Saskatchewan Gaming Commission
Canada --Western Canada Lottery Corporation
Denmark --Dansk Tipstjanst
Finland --Oy Veikkaus AB
France --La Francaise des Jeux
Germany --Sachsiche Lotto-GmbH
19
<PAGE> 21
Germany --Lotterie Treuhandgesellschaft Mbh Thuringen
Iceland --Islensk Getspa
Iceland --Islenskar Getraunir
Israel --Mifal Hapayis
Italy --Teseo S.r.l
Malaysia --Pan Malaysian Pools
Malaysia --Lotteries Corporation (Sabah) Sdn. Bhd.
Malaysia --Sports Toto Malaysia Bhd.
Massachusetts --Massachusetts State Lottery Commission
Netherlands --Stichting de Nationale Sport Totalisator
New Zealand --New Zealand Lotteries Commission
Philippines --Philippines Charity Sweepstake Office
Singapore --Singapore Pools (Pte) Ltd.
South Africa --Uthingo
Spain --Sistemas Tecnicos de Loterias del Estado
Sweden --AB Svenska Spel
Switzerland --Sport-Toto Gesellschaft
Switzerland --Loterie de la Suisse Romande
Turkey --Spor Toto Teskilat Mudurlugu
United Kingdom --The National Lottery
CONTRACT AWARD PROCESS
In the United States, lottery authorities generally commence the contract award
process by issuing a request for proposals inviting proposals from various
lottery vendors. The request for proposals usually indicates certain
requirements specific to the jurisdiction, such as particular games which will
be required, particular pricing mechanisms, the experience required of the
vendor and the amount of any performance bonds that must be furnished. After the
bids have been evaluated and a particular vendor's bid has been accepted, the
lottery authority and the vendor generally negotiate a contract in more detailed
terms. Once the contract has been finalized, the vendor begins to install the
lottery system.
After the expiration of the initial or extended contract term, a lottery
authority in the United States generally may either seek to negotiate further
extensions or commence a new competitive bidding process. Internationally,
lottery authorities do not typically utilize as formal a bidding process, but
rather negotiate proposals with one or more potential vendors.
The Company's marketing efforts for its lottery products and services frequently
involve top management in addition to the Company's professional marketing
staff. These efforts consist
20
<PAGE> 22
primarily of marketing presentations to the lottery authorities of jurisdictions
in which requests for proposals have been issued.
Marketing of the Company's lottery products and services to lottery authorities
outside of the United States is often performed in conjunction with licensees
and consultants with whom the Company contracts for representation in specific
market areas. Although generally neither a condition of their contracts with the
Company nor a condition of their contracts with lottery authorities, such
licensees and consultants often agree with the Company to provide on-site
services after installation of the online lottery system.
Pursuant to a 1990 Distributorship and License Agreement (the "D&L Agreement")
between the Company and CGK Computer Gesellschaft Konstanz GmbH ("CGK"), a
subsidiary of Siemens AG, the Company granted to CGK the exclusive right to
distribute, service, sell and market the Company's online lottery systems and
components in selected European jurisdictions under separately negotiated
Memoranda of Understanding ("MOUs"). Although the D&L Agreement terminated
during fiscal 1996, CGK and the Company continue to fulfill their respective
obligations under certain MOUs and related agreements entered into under the D&L
Agreement.
From time to time, there are challenges or other proceedings relating to the
awarding of lottery contracts.
PRODUCTS AND SERVICES
The Company's lottery systems consist of lottery terminals, central computer
systems, systems and communications software and game software, and
communications equipment which connects the terminals and the central computer
systems. The systems' terminals are typically located in high-traffic retail
outlets, such as newsstands, convenience stores, food stores, tobacco shops and
liquor stores.
The Company's online lottery systems control and perform the following
functions: entry of wagers using a terminal's keyboard or a fully-integrated
optical mark recognition reader; automatic editing of each wager for correctness
by the originating terminal; encryption and transmission of the wager and
related data to the central computer installation(s); processing of each wager
by the central computers, including entry of the wager into redundant data
bases; transmission of authorization for the originating terminal to accept the
wager and print a receipt or ticket, winning ticket identification and
validation; and administrative functions, including determination of prize pools
and generation of management information reports.
The Company's systems are capable of handling in excess of 100,000 transactions
per minute, which rate is in excess of the requirements of any of its customers.
The basic functions listed above, as well as various optional or custom-designed
functions, are performed under internal controls designed for maximum security
and minimum processing time. Security is provided through an integrated system
of techniques, procedures and controls supported by hardware, software and human
resources. Individual systems generally have redundant capacity at multiple
levels and sophisticated software to ensure continuous service to the customer.
21
<PAGE> 23
TERMINALS
The Company designs, manufactures and provides the point-of-sale terminals used
in its online lottery systems. Currently, approximately 149,000 of its model
GT-101 FX terminals, introduced in 1983, its model GT-101TF terminals,
introduced in 1985, and its model GT-401/OI terminals, introduced in 1989, are
installed in numerous jurisdictions. All of these terminals use advanced
microprocessors and software programs to provide the increased transaction
processing performance levels and communications interfaces required in the
online lottery industry. These terminals are designed to allow customization of
application functions to each lottery's specifications, including optical mark
recognition, ticket graphics printing, user and customer display options and
other application functions. The terminals' hardware facilitates independent
development of applications programs by the Company. The Company's Spectra(R)
terminal series (GT-401/OM, 402/OM, and 403 O/M), first introduced in 1989, is
distinguished by its modular internal and external architecture. The modular
design provides an enhanced level of flexibility to lottery jurisdictions by
permitting them to choose among a variety of options and terminal subsystem
configurations, including readers, printers, keyboards, displays, and
communications interfaces. As of February 26, 2000, a total of approximately
60,800 Spectra(R) terminals were installed in numerous international
jurisdictions.
The Company's ISYS terminal series, (GT-501, 502 and 503), introduced during
fiscal 1996, is an integral, single-unit terminal which features modular
subassemblies, high performance ticket printer and playslip reader
subassemblies, an easy-to-use design, and a host of new features and
technologies. As of February 26, 2000, approximately 68,700 ISYS terminals were
installed in numerous lottery jurisdictions.
During fiscal 1999, the Company announced its agreement to provide to the
Colorado lottery its new terminal, Player's Express(TM), which was designed
specifically for large retail environments, such as grocery stores, with
numerous checkout lanes. The Company has subsequently entered into agreements
with the Nebraska, Ohio, Washington, California, Israel, Loto-Quebec and New
Zealand lottery authorities to supply PlayerExpress(TM) terminals. As of
February 26, 2000, approximately 760 PlayerExpress(TM) terminals were installed.
During fiscal 1999, the Company also announced the launch of its Altura(TM)
family of terminals. While as of February 26, 2000, the Company had yet to
install an Altura(TM) terminal, during fiscal 2000, the Company had entered into
a contract with Teseo S.r.l., a subsidiary of SNAI S.p.a, the National
Association of Sports Betting Shops, Italy's largest sports betting supplier to
provide 2,000 Altura(TM) terminals and the Company is actively marketing the
Altura(TM) terminal to other customers. See "Certain Products and Services"
below.
SOFTWARE
The Company designs and provides all applications software for its lottery
systems. The Company's highly sophisticated and specialized software is designed
to provide the following system characteristics: rapid processing, storage and
retrieval of transaction data in high volumes and in multiple applications; the
ability to down-line load (i.e., to reprogram the lottery terminals from the
central computer installation via the communications system to add new games); a
high degree of security and redundancy to guard against unauthorized access and
tampering and to
22
<PAGE> 24
ensure continued operations without data loss; and a comprehensive management
information and control system. In addition to featuring the aforementioned
characteristics, the Company's latest generation software system, PRO:SYS(TM),
is based on client server architecture and provides open interfaces which allow
for the integration and support of third-party and commercial modules and
applications. See "Certain Products and Services" below.
CENTRAL COMPUTERS
Each of the Company's lottery systems contains one or more central computer
sites to which the lottery terminals are connected. The Company's central
computer systems are manufactured by Compaq Computer Corporation (formerly
Digital Equipment Corporation) and Stratus Computer, Inc. The specifications for
the configuration of the Company's central computer installations are designed
to provide continuous availability, a high throughput rate and maximum security.
Central computer installations typically include: redundant mainframe computers,
various peripheral devices (such as magnetic storage devices, management
terminals and hard copy printers), and various safety, environmental control and
security subsystems (including a back-up power supply), which are all
manufactured by third parties, and a microcomputer-based communication and
switching subsystem. In addition, the Company supplies management information
systems that provide lottery personnel access to important financial and
operational data without compromising the security of the online system.
COMMUNICATIONS
The Company's lottery terminals are typically connected to the central computer
installations by dedicated telephone lines owned or leased by the jurisdiction
in which the system is located. Due to the varying nature of telecommunications
services available in lottery jurisdictions, the Company has developed the
capability to interface with a wide range of communications technologies,
including UHF Radio capability (narrow-band and Spread Spectrum), GSAT/VSAT,
Microwave, Integrated Services Digital Networking (ISDN), Data Over Voice (DOV),
fiber optic and cellular telephone. In Argentina, Barbados, Brazil, the Spanish
province of Catalunya, Chile, the Czech Republic, Estonia, Lithuania, Mexico,
Morocco, New Mexico, Poland, Puerto Rico, Slovakia, and Trinidad and Tobago, the
Company utilizes UHF Radio Data-Link Communications system in lieu of telephone
lines to provide a data communications pathway between the lottery terminals and
the central computers. The Company also uses this technology in the United
States to supplement the existing telephone networks in New Mexico, Ohio,
Oregon, Rhode Island, Texas, Washington and the District of Columbia. The
Company's GSAT satellite technology makes it feasible to serve large market
areas where telephone lines are either unavailable, unreliable or too costly.
GSAT currently operates in the United States in remote areas of Colorado, New
Mexico, Texas and Washington, and internationally in Argentina, the Czech
Republic, Brazil, Chile, Poland, South Africa and the United Kingdom. The
Company has also implemented UHF radio in conjunction with GSAT to further
enhance reliability and cost savings in remote areas. During fiscal year 2000,
in connection with implementation of the South Africa National Lottery, the
Company acquired a minority interest in Wireless Business Solutions
(Proprietary) Limited, a South African company and holder of a license to
provide certain radio-based telecommunications services in South Africa.
23
<PAGE> 25
GAMES
An important factor in maintaining and increasing public interest in lottery
games is innovation in game design. The Company's GameScape(TM) group, in
conjunction with lottery authorities, utilizes principles of demographics,
sociology, psychology, mathematics and computer technology to design customized
lottery games which are intended to appeal to the populations served by its
lottery systems. The principal characteristics of game design include: frequency
of drawing, size of pool, cost per play and setting of appropriate odds. The
Company believes that its expertise in game design has enhanced the marketing of
its lottery systems and has contributed to increases in the revenues of the
Company's customers.
The Company's GameScape(TM) group currently has a substantial number of
variations of lottery games in its software library and several promising new
games under development. The Company believes that this game library and the
"know how" and experience accumulated by its professionals since the Company's
inception make it possible for the Company to meet the requirements of its
customers for specifically tailored games on a timely and comprehensive basis.
During fiscal 1999, the Company augmented its game design expertise by acquiring
Europrint Holdings Limited (which is among the world's largest providers of
media promotional games) and its wholly-owned subsidiaries including Interactive
Games international, Inc. (which has pioneered the development of interactive,
televised lottery games including BingoVision(TM), SplitLevel(TM) and
DoubleChance(TM)).
MARKETING
In United States jurisdictions in which the Company has been awarded a lottery
contract, the Company is frequently asked to assist the lottery authority in the
marketing of lottery games to the public. Such assistance generally includes
advice with respect to game design, and promotion and development and
distribution of terminals and advertising programs. As part of such assistance,
the Company developed "GMark," a computerized marketing analysis system used to
determine favorable locations for new lottery terminals. The lottery authorities
of California, Georgia, Illinois, Missouri, New Jersey, New York, Ohio, Rhode
Island, Texas and Washington currently utilize GMark systems, and many customers
contact the Market Research Group at GameScape(TM) from time to time to obtain
GMark services.
WARRANTY
Because the Company retains title to the system under a Facilities Management
Contract, no warranty is provided on the Company's products supplied under such
contracts. The Company does repair or replace such products as necessary to
fulfill its obligations under such contract. There is no standard warranty on
products manufactured by the Company. A typical warranty provides that the
Company will repair or replace defective products for a period of time (usually
one year) from the date a product is delivered and tested. Product warranty
expenses for the fiscal years 2000, 1999 and 1998 were not material. The Company
typically does not provide a
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<PAGE> 26
warranty on products it sells that are manufactured by third parties, but
attempts to pass the manufacturer's warranty, if any, on to the customer. With
respect to computer software, the Company typically modifies its software as
necessary so that the software conforms to the specifications of the contract
with the customer.
CERTAIN PRODUCTS AND SERVICES
ONLINE LOTTERY
Lottery authorities for years have recognized that by offering new games or
products, the lotteries are often able to generate significant additional
revenues. An important part of the Company's strategy is to develop new products
and services for its customers in order to increase their lottery revenues. The
Company's principal online lottery products and services introduced in recent
years are keno, instant ticket support services and televised lottery games,
such as BingoVision(TM). In addition, the Company has recently launched its
Altura(TM) series terminals, Players Express(TM) terminal and ProSys(R) software
system to enhance the functionality and appeal of its existing software and
terminal lines.
KENO. While new online jurisdictions offer growth by providing access to new
players, more mature markets, such as the United States, rely principally upon
the introduction of new games to provide growth. One such game introduced by the
Company is keno. In keno, players typically choose up to 10 numbers from a field
of 80 and attempt to match their numbers against any 20 numbers which are
randomly selected by a central computer system. Alternatively, the player may
choose up to 10 numbers and wager that none of such numbers will match the 20
numbers randomly selected. This game combines the multiple prize payouts of a
lotto-type game with the immediacy of an instant scratch-off lottery game. It is
also unique in its play-style and distribution, which decreases the risk that
the game will cannibalize existing online lottery revenues. Keno is more
interactive than typical online lottery games and is designed to be played in
the company of others. While most lotto and numbers games are found in
convenience stores and supermarkets, places visited frequently and often
individually, keno outlets are often located in restaurants, taverns and bowling
alleys and other social settings which tend to be visited by groups of people.
The Company introduced in April 1990 the first online keno game for the
Lotteries Commission of South Australia and currently assists lottery
authorities in Australia (Lotteries Commission of South Australia), Brazil
(Parana, Minas Gerais, Santa Caterina and Goias), California, Georgia, Kansas,
Lithuania, Massachusetts, New York, Oregon, Rhode Island, Catalunya (Spain),
Switzerland (La Societe de la Loterie de la Suisse Romande), Trinidad and
Tobago, and West Virginia in implementing and operating online keno games.
Keno illustrates the impact that new games can have on lottery revenues. Since
the United States introduction of keno in 1991, United States keno revenues have
grown significantly, exceeding $1.99 billion and accounting for more than 4.7%
of total United States online lottery revenues in 1998. The popularity of keno
has led the Company to explore the development of new games based upon keno.
Most notably, the Company developed in recent years Keno Plus(TM), a new
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product that combines expanded keno game characteristics with new hardware and
enhanced product support.
Keno has been the subject of legal challenges in recent years. Most notably, in
June 1996, the California Supreme Court in Western Telecon, Inc. et al v.
California State Lottery unexpectedly reversed trial and appellate court
decisions and found the California keno game to be a banked game rather than a
lottery because it provides for a fixed prize that is not dependent upon the
size of the prize pool. Accordingly, the Court concluded that the keno game was
not authorized by the California lottery law, and the California State Lottery
suspended operation of the keno game in June 1996. In September 1996, the
Company launched a parimutuel monitor game designed by the Company and the
California State Lottery as a replacement for the suspended game. Although the
new game, like keno, features frequent drawings, its payouts are based upon a
prize pool determined by sales rather than by predetermined or fixed amounts.
Keno was also the subject of an unsuccessful legal challenge in New York which
began in August 1995. There can be no assurances that legal challenges to keno
will not be brought in the future in these or other jurisdictions, nor can there
be any assurances respecting the results of such legal challenges, if any, upon
the operations of keno in jurisdictions serviced by the Company.
In March 1999, the Company announced that Quick Draw, the keno-style lottery
game operated in New York State provided by the Company, would terminate
effective April 1, 1999, and the game did terminate as announced, due to the
failure by the New York State legislature to extend the legislation authorizing
the game. In August 1999, the New York legislature extended the legislation
authorizing the game through March 2001, and sales of Quick Draw resumed. See
Item 7, "Management's Discussion and Analysis of Financial Conditions and
Results of Operations" below.
INSTANT TICKET SUPPORT SERVICES. The Company provides certain products, systems
and services to the instant ticket lottery industry. The Company's online
support systems for the instant ticket lottery business provide comprehensive
functionality, including: instant ticket validation; retailer accounting;
inventory control and tracking; ticket stock distribution; electronic funds
transfer; finance and sales tracking reports; and marketing support.
In order to automate and increase the security of instant ticket lotteries, the
Company developed the GTECH Validation Terminal ("GVT"), a point-of-sale device
that facilitates instant ticket validation and provides access to the Company's
online instant ticket support systems for instant ticket agents who are not part
of a lottery's online lottery system. The Company also offers add-on validation
terminals which attach to its online lottery terminals and provide the same
functionality as the GVT, while using the existing communications network.
The Company is providing or has contracted to provide marketing, distribution,
online validation, inventory control and accounting support services and
equipment (but not the printing of the instant tickets) for the Texas lottery's
instant ticket games. In addition, the Company currently provides instant ticket
support services to lottery authorities in Arizona, California, Colorado,
District of Columbia, Georgia, Illinois, Iowa, Kansas, Kentucky, Louisiana,
Michigan, Missouri, New Hampshire, New Jersey, New Mexico, New York, Ohio,
Oregon, Rhode Island, Vermont, Washington, West Virginia and Wisconsin.
Internationally, the Company currently supplies lottery authorities in Australia
(New South Wales and South Australia), Belgium, Brazil, Denmark, Finland,
Israel,
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<PAGE> 28
Mexico, Morocco, Netherlands, New Zealand, Portugal, South Africa, Spain
(Catalunya), Sweden, Turkey and the United Kingdom with instant ticket support
services.
TELEVISION LOTTERY GAMES. The Company in recent years has offered a product line
of televised lottery games. Players buy tickets from online lottery retailers
and mark them while following a live, televised game show which includes a draw
of numbers.
Through the use of proprietary game-tracking software, the Company is able to
display, live, how many at-home players are winners or about to become winners,
with each new numbers draw. The Company has implemented BingoVision(TM), a
television lottery game featuring a bingo draw, in Estonia, Lithuania, New
Zealand, Slovakia, Belgium, and five German states; has implemented
SplitLevel(TM), a televised game featuring displayed boards of numbers with
winners determined by the number of matches from these boards in Lithuania; and
is actively marketing these and other games to other lottery authorities.
THE ProSys(R) SOFTWARE SYSTEM. ProSys(R) is the Company's latest software
system. Employing a user friendly interface, lotteries can use PRO:SYS(TM) to
manage all aspects of their gaming environment, including online, instant ticket
sales and accounting and video games. Features such as promotions management and
information analysis allow lottery authorities to tailor the system to their
individual needs. ProSys(R) was first installed in September 1994 for Societe
de la Loterie de la Suisse Romande, Switzerland. Since that time, the Company
has installed ProSys(R) in systems used by the lottery authorities of Arizona,
Washington, D.C.; Colorado; Idaho; Ontario, Canada; Leipzig, Germany; Washington
State; Missouri; Denmark; New Mexico; Massachusetts; New Jersey; Thuringen,
Germany; Kansas; Kentucky; Ohio; Oregon; Rhode Island; Wisconsin; New Zealand;
Belgium; Sweden; Switzerland; Michigan; Texas; Mexico; Netherlands; Israel;
South Africa; and South Australia and is in the process of installing
ProSys(R) in five additional jurisdictions.
THE ISYS(TM) TERMINAL SERIES. During fiscal 1996, the Company introduced its
ISYS(TM) terminal series. ISYS(TM) is an integral, single-unit terminal which
features modular subassemblies, high performance ticket printer and playslip
reader subassemblies, an easy-to-use design, and a host of new features and
technologies. The Company believes that ISYS(TM) improves upon previous terminal
designs by featuring simplified wager entry via intuitive keyboard and screen
formats, improved system status monitoring and the latest instant ticket
validator technology. The Company has installed ISYS(TM) in systems used by
lottery authorities in Brazil, Massachusetts, Missouri, New Jersey, New Mexico,
Turkey, Washington State, District of Columbia, Wisconsin and W. Australia,
Kansas, and Rhode Island. See "Products and Services--Terminals" above.
THE PLAYER EXPRESS(TM) TERMINAL. During fiscal 1999, the Company announced the
introduction of its new terminal, the Player Express(TM). Player Express(TM),
which had its inaugural installation under the Company's contract with the
Colorado lottery authority, was designed as part of the Company's attempt to
provide a total solution for selling lottery tickets in large retail
environments with numerous checkout lanes. Player Express(TM) allows consumers
to conveniently play lottery at the checkout area of retail stores as part of
their regular shopping.
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<PAGE> 29
THE ALTURA(TM) TERMINAL. During fiscal 1999, the Company announced the launch of
its Altura(TM) family of terminals. Altura(TM), which represents the initial
offering of the Company's ninth generation of online lottery terminals, permits
applications to be written in the Java programming language enabling the rapid
development of a wide variety of games that are compatible with numerous
software environments.
VIDEOSITE(TM). During fiscal 1998, the Company acquired VideoSite, Inc., a
leading provider of multimedia broadcasting software. Since its acquisition by
the Company, VideoSite has been in the process of developing lottery and retail
advertising and promotional products which will use its broadcasting software to
complement the Company's video-based gaming software products. During fiscal
2000, VideoSite launched NextVision(TM), which brings new lottery-animation,
high quality graphics and full-motion video to monitor games and began selling
advertising over Rhode Island's keno network.
NON-LOTTERY GAMING PRODUCTS AND SERVICES
In September 1995, the Company incorporated Dreamport, Inc. to pursue gaming
opportunities other than online lottery including video lottery and venue-based
gaming.
Dreamport provides a comprehensive array of creative management and technology
solutions, and development and strategic services to the gaming and
entertainment markets as well as video lottery systems and other gaming
technology. Dreamport's video lottery machine gaming systems combine the
security and integrity of the Company's traditional online lottery systems with
entertainment-based video games. These video lottery machine gaming systems
include a controlling central computer system, video lottery terminal gaming
machines (which the Company acquires through an exclusive OEM manufacturing
relationship with Bally Gaming Systems, Inc.), the Company's ticket validation
terminals, and a self-diagnostic communications network. Games offered by these
video lottery machine gaming systems include poker, blackjack, keno, bingo, reel
games and electronic instant lottery games.
The Company entered the video lottery machine gaming business during fiscal 1991
and currently provides machine gaming video lottery products and services to
lottery jurisdictions in Minas Gerais, Santa Catarina and Parana, Brazil;
Switzerland; Alberta, British Columbia, Saskatchewan, Canada; Oregon; and Rhode
Island.
Through a joint venture with Full House Resorts, Inc., the Company also provides
financing, gaming development and management services to the Midway Slots and
Simulcast Emporium at Harrington Raceway in Delaware, the Coquille Indian Tribe
of North Bend, Oregon and is under contract to provide financing and services to
the Huron Potawatomi Tribe in Battle Creek, Michigan and the Torres Martinez
Tribe in Palm Desert, California.
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In March 1999, the Company, in equal partnership with Harrah's Entertainment,
Inc. and Keeneland Association, completed its purchase of the assets of Turfway
Park, a thoroughbred racecourse located in Florence, Kentucky (in the
Cincinnati, Ohio market) featuring thoroughbred racing and simulcast wagering.
Included with the purchased assets was a 24% ownership interest in, and
management contract for, Kentucky Downs, a thoroughbred racetrack and simulcast
center on the Kentucky border in close proximity to the Nashville, Tennessee
market. In December 1999, GTECH entered into a contract on behalf of Dreamport
with Loto Catalunya, the Catalan lottery authority, to operate its SuperTOC
bingo game in bingo halls throughout Catalunya, Spain. See "Certain Significant
Developments Since the Start of Fiscal 2000 - Dreamport and Non-Lottery Gaming"
above.
UWin!
During fiscal 1999, the Company established UWin!(TM) to provide Internet-based
interactive games to international providers of government-sponsored lottery
products and services. UWin!s(TM) gaming platform features a robust architecture
designed to permit international lottery authorities to offer to their customers
via the Internet interactive games within a secure and government-authorized
environment. During fiscal 2000, UWin!(TM) entered into contracts with two
international lottery authorities for the provision of Internet-based wagering
services. The Company currently anticipates that sales will begin under these
contracts in the second and third quarters, respectively, of fiscal 2001. The
Company continues to actively market its UWin!(TM) offering to additional
international lottery authorities. See "Certain Significant Developments Since
the Start of Fiscal 2000--UWin(TM)" above.
PRODUCT DEVELOPMENT
The Company devotes substantial resources in order to enhance its present
products and systems and develop new products. In fiscal 2000, the Company spent
approximately $46.1 million on research and development, as compared to $40.2
million in fiscal 1999 and $36.5 million in fiscal 1998.
INTELLECTUAL PROPERTY
Although the Company occasionally seeks patent protection on certain
technological developments, the Company generally has not sought to obtain
patents on its products, and it is doubtful whether patents could be obtained in
many instances. The Company believes that its technical "know-how," trade
secrets and the creative skills of its personnel are of substantially more
importance to the success of the Company than the benefit which patent
protection ordinarily would afford. The Company typically requires customers,
employees, licensees, subcontractors and joint venture partners who have access
to proprietary information concerning the Company's products to sign
non-disclosure agreements, and the Company relies on such agreements, other
security measures and trade secret law to protect such proprietary information.
PRODUCTION, ASSEMBLY AND COMPONENTS
The Company purchases most of the parts, components and subassemblies (some of
which are designed by the Company) necessary for its terminals and other
products from outside sources and assembles them into finished products. The
Company offers central systems manufactured by Compaq Computer Corporation
(formerly Digital Equipment Corporation) and Stratus Computer, Inc. for its
lottery systems.
BACKLOG
The backlog of the Company's orders for sales of its products believed by the
Company to be firm amounted to approximately $101.8 million as of February 26,
2000, as compared to a backlog of approximately $99.9 million as of February
27, 1999. Approximately $32.9 million, or 32.3% of the backlog at February 26,
2000, is not expected to be filled during fiscal 2001.
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COMPETITION
The online lottery business is highly competitive in the United States and
internationally. Both in the United States and internationally, price is an
important, but usually not the sole criterion for selection. Other significant
factors that influence the award of lottery contracts are: the ability to
optimize lottery revenues through technical capability and applications
knowledge; the quality, dependability and upgrade capability of the system; the
marketing and gaming experience, financial condition and reputation of the
vendor; and the satisfaction of other requirements and qualifications that the
lottery authority may impose.
During fiscal 2000, the Company's principal competitors in the online lottery
business (and the number of online lottery jurisdictions currently serviced or
under contract worldwide by such competitors) are as follows: Automated Wagering
International, Inc. ("AWI"), a subsidiary of Anchor Gaming (by virtue of its
merger, described below, with Powerhouse Technologies, Inc., the prior corporate
parent of AWI) (10); Autotote Corporation (5) ("Autotote"); Scientific Games
Holdings Corporation (which acquired Telecontrol, the European lottery operation
formerly owned by Autotote, during fiscal year 1998, as described below) (8);
International Totalizator Systems, Inc. (6); and Essnet/Alcatel (14).
Two additional competitors for European online lottery business have emerged in
recent years. During fiscal 1996, CGK Computer Gesellschaft Konstanz mbH
("CGK"), a subsidiary of Siemens AG, and the Company agreed to terminate their
1990 Distributorship and License Agreement pursuant to which CGK had exclusive
right to distribute, service, sell and market the Company's online lottery
systems and components in specified European jurisdictions. Subsequent to August
1995, the effective date of this termination, CGK has been a direct competitor
of the Company in Europe and, more recently, in Asia. Further, in April 1997,
Scientific Games Holdings Corporation completed the purchase of TeleControl, as
mentioned above. Under the terms of the acquisition agreement, Scientific Games
has the right to license and purchase Autotote's wagering terminals for use in
lottery applications.
During fiscal 2000, Anchor Gaming, an operator and developer of gaming machines
and casinos, and Powerhouse Technologies, Inc. merged. The merger of these two
companies is likely to provide Automated Wagering International, Inc., the
Company's leading competitor in the U.S. and a subsidiary of Powerhouse
Technologies, Inc., with enhanced financial resources.
Dreamport faces competition from numerous companies that seek to finance,
develop and manage destination gaming facilities, on and off of Native American
lands, as well as from technology providers. The principal competitors providing
video lottery technology in competition with the Company include Anchor Gaming
(formerly, Powerhouse Technologies, Inc.), Autotote Systems, Inc., Spielo
Manufacturing, Inc., WMS Gaming, Inc. and International
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Game Technology, Inc. some of which have supplied substantially more systems and
terminals than the Company.
PERSONNEL
As of April 15, 2000, the Company had approximately 4,800 full-time employees
worldwide. The Company's employees are not represented by any labor union. The
Company believes that its relationship with its employees is satisfactory.
ITEM 2. PROPERTIES
The Company's corporate headquarters and research and development and main
production facility are located in its approximately 260,000 square foot
building located on approximately 26 acres in West Greenwich, Rhode Island,
which the Company leases from West Greenwich Technology Associates Limited
Partnership. The Company is a limited partner in, and owns 50% of, this
partnership. The Company's lease term runs until August 26, 2013 with two
five-year options to extend the term and also grants the Company an option to
purchase the property.
The Company owns approximately 24 acres adjoining its headquarters in West
Greenwich, Rhode Island.
The Company also owns an approximately 23,000 square foot office building in
Coventry, Rhode Island, which it uses for its game design and UWin! operations,
as well as an approximately 140,000 square foot manufacturing and central
storage facility in Coventry, Rhode Island. In addition, the Company leases
approximately 22,650 square feet of an office building in Warwick, Rhode Island
which it uses to house its finance and external training departments.
The Company holds two leases, of approximately 22,650 and 43,000 square feet
respectively, in Boca Raton, Florida which supports the Company's Dreamport
operations, Latin American marketing efforts and national call center
operations. The first of these leases (for approximately 22,650 square feet)
expires in 2009 while the other lease expires in 2003 with provision for one or
more extension options thereafter.
In addition, except in New York State, where the Company owns its back-up data
center facility, and in Austin, Texas, where the Company owns an approximately
39,000 square foot facility which is used by Transactive Corporation, the
Company's benefits delivery subsidiary, the Company leases, or is supplied by
the relevant state authorities with, its data center facilities in the various
jurisdictions. The Company also leases office, depot maintenance and warehouse
space in various other locations.
The Company leases facilities in Watford and London, England from which it bases
its European sales efforts. The Company also maintains an office in Brussels,
Belgium which provides a base of additional support for its European operations.
The Company's facilities are in good condition and are adequate for its present
needs.
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ITEM 3. LEGAL PROCEEDINGS
The Company monitors, and occasionally affirmatively becomes involved in,
litigation involving Indian gaming in states where such litigation may, directly
or indirectly, concern or call into question the legal rights and operations of
state lotteries to which the Company provides contract services. The purpose of
this effort is to protect state lottery interests, and thus the Company's
revenue streams, from service contracts. As previously publicly reported, one
such piece of litigation is Rumsey Indian Rancheria v. Wilson, currently pending
in the Ninth Circuit Court of Appeals on appeal from the U.S. District Court for
the Eastern District of California, which involves a suit by several California
Indian tribes against the State and Governor of California under the federal
Indian Gaming Regulatory Act ("IGRA"). The Indian Tribes claimed in the District
Court that certain elements of the California State Lottery (which is a customer
of the Company) ("CSL") and the equipment on which it is run involve the
operation of slot machines and, therefore, under IGRA, the tribes also must be
permitted to operate slot machines. The State of California argued at times that
the CSL does not involve the operation of slot machines; however, the State at
times appeared to be taking the position that, if and to the extent the CSL does
involve the operation of slot machines, it must be terminated because the CSL is
not exempt from the California law prohibiting the operation of slot machines.
The Company filed amicus curiae briefs in the District Court arguing that the
CSL does not involve the operation of slot machines and that even if it does,
the CSL is exempt from the State law prohibition on slot machines. In September
1998, the District Court entered summary judgment for the defendants, without
addressing whether or not the CSL operates slot machines. In October 1998, the
Indian tribes appealed the District Court's decision to the Ninth Circuit Court
of Appeals. Since March 1999, the Ninth Circuit has stayed briefing in the case,
first pending the outcome of legal action challenging California's first Indian
gaming initiative, Proposition 5, and then pending the outcome of another Indian
gaming initiative, Proposition 1A, which was designed to eliminate the state
constitutional problem that the state Supreme Court found in Proposition 5.
Proposition 1A has now passed, it appears that no legal challenges to it have
been filed, and briefing in Rumsey remains stayed. Proposition 1A effectively
legalizes the operation by Indian tribes of various forms of gaming that are
otherwise illegal in California, subject to certain conditions that appear
agreeable to most or all tribes. If Proposition 1A is not challenged, or if it
survives any challenge, it appears likely that the Rumsey case will not again
become active and may be voluntarily dismissed by the tribes, thus eliminating
any need for the Company to intervene in the case. There can be no assurance
that this will be the case, however, and the Company intends to continue to
monitor developments and may seek to intervene in this litigation, if the
Company deems it to be appropriate under the circumstances.
In April 1999, the Company was served with a lawsuit entitled Pantaleon
Arellano, et. al. and Estelle Arellano v. The California State Lottery, et. al.
in California Superior Court (Orange County), which was filed in March, 1999. In
this action, plaintiffs are a brother and sister who claim to have purchased a
winning ticket in the California State Lottery's ("CSL's") April 8, 1998 Super
Lotto drawing. That drawing resulted in the award of a $102 million jackpot,
which was split evenly among three holders of tickets bearing the winning
numbers. Plaintiffs here claim to have purchased a ticket for that drawing with
the same winning numbers; the computer
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records of the Company and the CSL reveal that the ticket plaintiffs hold was
purchased after the close of sales for that drawing, and after the winning
numbers were announced. If plaintiffs had purchased a winning ticket in the
relevant drawing, they would have a claim against the CSL for one-fourth of that
jackpot amount, i.e., approximately $25.5 million. In their complaint, they
attempt to state a claim against both the CSL (and its Commission and the State
of California) and the Company for $104 million, apparently their approximation
of the full amount of the jackpot. They also seek to have this amount trebled,
alleging that the defendants' conduct in denying plaintiffs' claim to the
jackpot was racially motivated, and they seek various other amounts, including
emotional distress damages and attorney fees. The Company believes that this
complaint, and the allegations underlying the complaint, are wholly without
merit. The Company intends to defend itself vigorously in these proceedings.
For information respecting certain other legal proceedings, refer to Item 1,
"Certain Factors Affecting Future Performance - Maintenance of Business
Relationships and Certain Legal Matters" and Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations," of this report,
and Note G of Notes to Consolidated Financial Statements included in this
report. The Company also is subject to certain legal proceedings and claims
which management believes, on the basis of information presently available to
it, will not materially adversely affect the Company's consolidated financial
position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Holding's security holders during the
last quarter of fiscal 2000.
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ADDITIONAL INFORMATION
The following information is furnished in this Part I pursuant to Instruction 3
to Item 401(b) of Regulation S-K:
EXECUTIVE OFFICERS OF THE COMPANY
The Executive Officers of Holdings as of April 28, 2000 are:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
William Y. O'Connor 55 Chairman (since February 1998), Chief Executive
Officer (since July 1997), President (from December
1994 until March 2000) and director (since July
1995). Mr. O'Connor also served as Chief Operating
Officer from December 1994 until March 1998.
Previously, Mr. O'Connor was the President and
Chief Executive Officer of Ascom Timeplex, a
telecommunications company, from 1992 to 1994 and
prior to that was Corporate Senior Vice President
and President of the Broadband Communications Group
of Scientific-Atlanta, Inc. from 1987 to 1992.
Steven P. Nowick 46 Chief Operating Officer (since March 1998) and
President (since March 2000) and Senior Vice
President (from July 1997 until March 2000).
Previously, Mr. Nowick was President, Corporate
Product Management, of Ameritech Corporation, a
telecommunications company, from 1994 to 1997 and
Practice Leader with respect to telecommunications
and related areas of practice with Booz, Allen &
Hamilton, a consultancy, from 1992 to 1994.
David J. Calabro 50 Senior Vice President, with responsibility for the
Company's worldwide facilities management business,
since March 1999. Previously, Mr. Calabro was
employed by Unisys Corporation, a leading provider
of information technology, from May 1995 through
February 1999 as its Vice President and General
Manager of the United States and Canada Public
Sector Market Group, and prior to that, was
Director of Business Operations (Government Systems
Group) from August 1987 through April 1995 for
Digital Equipment Corporation, a leading supplier
of computer goods and services.
</TABLE>
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<PAGE> 36
<TABLE>
<CAPTION>
<S> <C> <C>
Jean-Pierre Desbiens 49 Senior Vice President, with responsibility for
product sales and business development, since
August 1998. Previously, Mr. Desbiens was
employed by BABN Technologies Inc., one of the
world's largest printers of lottery tickets, in a
series of increasingly responsible positions over
the course of 16 years including, from September
1990 until January 1998, as its President and
Chief Executive Officer.
Jaymin B. Patel 32 Senior Vice President and Chief Financial Officer
since January 2000. Previously, Mr. Patel was
employed by the Company in a series of
increasingly responsible positions including, from
April 1998 until January 2000, as GTECH's Vice
President, Financial Planning and Business
Evaluation.
Donald L. Stanford 49 Senior Vice President, with responsibility for
technology, for more than five years.
Donald R. Sweitzer 52 Senior Vice President - Government Relations since
July 1998. Previously, Mr. Sweitzer was President
of the Dorset Resource and Strategy Group, a
government affairs consultancy, from November 1996
through June 1998, and President and Managing
Partner of Politics Inc., a political consulting
firm, from January 1995 through August 1996. Mr.
Sweitzer also served as Kentucky State Director of
Clinton/Gore 1996 Inc., President Clinton and Vice
President Gore's 1996 political campaign vehicle,
from August 1996 through November 1996, and as
Political Director of the Democratic National
Committee from April 1994 through January 1995.
</TABLE>
Executive officers and other officers are elected or appointed by, and serve at
the pleasure of, the Board of Directors. Some are party to employment contracts
with the Company. The information set forth above reflects positions held with
Holdings except as expressly provided to the contrary.
---------------------
For the purposes of calculating the aggregate market value of the shares of
Common Stock of Holdings held by nonaffiliates, as shown on the cover page of
this report, it has been assumed that all the outstanding shares were held by
nonaffiliates except for the shares beneficially owned by: directors, officers,
and employees of and consultants to Holdings and GTECH. However, this should not
be deemed to constitute an admission that all such persons or entities are, in
fact, affiliates of Holdings, or that there are not other persons who may be
deemed to be affiliates of Holdings. Further information concerning
shareholdings of officers, directors and principal shareholders of Holdings will
be included in Holdings' definitive proxy statement relating to its scheduled
August 2000 Annual Meeting of Shareholders to be filed with the Securities and
Exchange Commission.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The principal United States market on which Holdings' Common Stock is traded is
the New York Stock Exchange where it is traded under the symbol "GTK."
The following table sets forth on a per share basis the high and low sale prices
of Common Stock for the fiscal quarters indicated, as reported on the New York
Stock Exchange Composite Tape.
<TABLE>
<CAPTION>
FISCAL 1999 HIGH LOW
<S> <C> <C>
First Quarter (March 1 - May 30, 1998) $40 5/8 $31
Second Quarter (May 31- August 29, 1998) $35 9/16 $27
Third Quarter (August 30 - November 28, 1998) $28 13/16 $21 3/4
Fourth Quarter (November 29 - February 27, 1999) $27 9/16 $20 5/16
</TABLE>
<TABLE>
<CAPTION>
FISCAL 2000 HIGH LOW
<S> <C> <C>
First Quarter (February 28 - May 29, 1999) $28 3/16 $22 1/8
Second Quarter (May 30 - August 28, 1999) $25 11/16 $22 5/8
Third Quarter (August 29 - November 27, 1999) $25 15/16 $19 3/8
Fourth Quarter (November 28, 1999 - February 26, 2000) $23 1/8 $19 3/8
</TABLE>
The closing price of the Common Stock on the New York Stock Exchange on April
26, 2000 was $20. As of April 26, 2000, there were approximately 960 holders of
record of the Common Stock.
Holdings has never paid cash dividends on its Common Stock and has no current
plan to do so. The current policy of Holdings' Board of Directors is to reinvest
earnings in the operation and expansion of the Company's business. Further,
Holdings is a holding company and the operations of the Company are conducted
through Holdings' subsidiaries. Accordingly, the ability of Holdings to pay
dividends on its Common Stock would be dependent on the earnings and cash flow
of its subsidiaries and the availability of such cash flow to Holdings.
36
<PAGE> 38
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data below should be read in conjunction
with Item 7--"Management's Discussion and Analysis of Financial Condition and
Results of Operations," the Consolidated Financial Statements and the other
financial information included in this report. The operating, balance sheet and
per share data in the table are derived from the consolidated financial
statements of the Company which were audited by independent auditors.
37
<PAGE> 39
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------------------------------------------
February 26, February 27, February 28, February 22, February 24,
2000 1999 1998 (a) 1997 1996
------------ ------------- ------------- ------------ ------------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues:
Services $ 860,419 $ 887,395 $ 868,522 $ 789,534 $ 686,043
Sales of products 150,379 85,528 122,045 114,738 58,047
---------- ---------- ---------- ---------- ----------
Total 1,010,798 972,923 990,567 904,272 744,090
Gross Profit:
Services 303,089 295,608 265,038 237,872 244,139
Sales of products 48,426 25,703 48,230 47,297 13,595
---------- ---------- ---------- ---------- ---------
Total 351,515 321,311 313,268 285,169 257,734
Operating income 180,000 141,720 (b) 44,104 (c) 127,091 117,983
Interest expense, net of interest income 25,523 23,326 24,578 16,388 12,107
Net income 93,585 89,063 27,214 77,803 66,627
PER SHARE DATA:
Basic $ 2.58 $ 2.17 $ .65 $ 1.81 $ 1.54
Diluted 2.58 2.16 .64 1.80 1.53
OTHER DATA:
Earnings before depreciation, amortization,
interest, taxes and other noncash charges $ 361,126 $ 376,158 $ 347,099 $ 326,054 $ 273,570
Cumulative number of lottery terminals
shipped (d) 408,906 377,857 360,202 316,614 280,897
Number of lottery terminals sold 13,293 4,921 11,963 13,609 3,658
Number of lottery customers at year-end 82 81 78 79 74
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital $ 28,253 $ 3,755 $ 27,371 $ 36,914 $ 21,414
Total assets 891,023 874,215 1,023,812 956,541 859,380
Long-term debt, less current portion 349,400 319,078 453,587 382,499 382,930
Shareholders' equity 296,576 283,906 345,210 358,133 296,725
</TABLE>
(a) 53-week year
(b) Includes a special charge of $15.0 million, or $.22 per basic share; $.21
per diluted share. See Note P to the Consolidated Financial Statements.
(c) Includes a special charge of $99.4 million, or $1.45 per basic share; $1.44
per diluted share. See Note P to the Consolidated Financial Statements.
(d) Terminals shipped represents lottery terminals sold under product sale
contracts and lottery terminals supplied under service contracts.
<PAGE> 40
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Certain statements contained in this section and elsewhere in this report are
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934. Such statements
include, without limitation, statements relating to (i) the future prospects for
and stability of the lottery industry and other businesses in which the Company
is engaged in or expects to be engaged in, (ii) the future operating and
financial performance of the Company, (iii) the ability of the Company to retain
existing business and to obtain and retain new business, (iv) the existence or
effects of possible latent Y2K problems, and (v) the results and effects of
legal proceedings and investigations. Such forward-looking statements reflect
management's assessment based on information currently available, but are not
guarantees and are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated in the forward-looking
statements. These risks and uncertainties include, but are not limited to, those
set forth below and elsewhere in this report and in the Company's press releases
and its subsequent Forms 10-Q and other reports and filings with the Securities
and Exchange Commission.
General
The Company has derived substantially all of its revenues from the rendering of
services and the sale or supply of computerized online lottery systems and
components to government-authorized lotteries. Service revenues have been
derived primarily from lottery service contracts. These contracts are typically
at least five years in duration, and are generally based upon a percentage of a
lottery's gross online lottery sales. These percentages vary depending on the
size of the lottery and the scope of services provided to the lottery. Product
sale revenues have been derived primarily from the installation of new online
lottery systems, installation of new software and sales of lottery terminals and
equipment in connection with the expansion of existing lottery systems. The size
and timing of these transactions have resulted in variability in product sale
revenues from period to period. The Company currently anticipates that product
sales during fiscal 2001 will be in a range of $180.0 million to $200.0 million.
The Company has taken steps to broaden its offerings of high-volume transaction
processing services outside of its core business of providing online lottery
services. For example, the Company's Dreamport subsidiary ("Dreamport") provides
gaming technology and a comprehensive array of management, development and
strategic services to the gaming and entertainment markets. The Company's
Europrint subsidiary is among the world's largest providers of media promotional
games and the Company's IGI subsidiary has pioneered the development of
interactive, televised lottery games. Also, during the second quarter of fiscal
1999, the Company established an Internet wagering subsidiary, Uwin!, to provide
legal and secure Internet gaming solutions for government authorized wagering.
Uwin! entered into contracts with two international customers in fiscal 2000.
The Company's business is highly regulated, and the competition to secure new
government contracts is often intense. Awards of contracts to the Company are,
from time to time, challenged by competitors. Further, there have been and may
continue to be investigations of various types, including grand jury
investigations, conducted by governmental authorities into possible
improprieties and wrongdoing in connection with efforts to obtain and/or the
awarding
<PAGE> 41
of lottery contracts and related matters. Although the Company does not believe
that it has engaged in any wrongdoing in connection with these matters, certain
investigations that are conducted largely in secret may still be under way.
Accordingly, the Company lacks sufficient information to determine with
certainty their existence and ultimate scope and whether the government
authorities will assert claims resulting from these or other investigations that
could implicate or reflect adversely upon the Company. Because the Company's
reputation for integrity is an important factor in its business dealings with
lottery and other government agencies, if government authorities were to make an
allegation of, or if there were to be a finding of, improper conduct on the part
of or attributable to the Company in any matter, such an allegation or finding
could have a material adverse effect on the Company's business, including its
ability to retain existing contracts and to obtain new or renewal contracts. In
addition, continuing adverse publicity resulting from such investigations and
related matters could have such a material adverse effect. See Note G to the
Consolidated Financial Statements, Part I, Item 1, -- "Certain Factors That May
Affect Future Performance -- Maintenance of Business Relationships and Certain
Legal Matters" and Part I, Item 3 -- "Legal Proceedings" herein for further
information concerning these matters and other contingencies.
The Company operates on a 52- to 53-week fiscal year ending on the last Saturday
in February. Fiscal 2000 was a 52-week year.
All references to the Consolidated Financial Statements of the Company and Notes
thereto are to those financial statements and notes thereto included in Item 8
herein.
<PAGE> 42
The following discussion should be read in conjunction with the table below.
<TABLE>
<CAPTION>
SUMMARY FINANCIAL DATA
Fiscal Year Ended
---------------------------------------------------------------------------
February 26, February 27, February 28,
2000 1999 1998 (a)
------------------ --------------------- ------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Services $860,419 85.1% $887,395 91.2% $868,522 87.7%
Sales of products 150,379 14.9 85,528 8.8 122,045 12.3
--------- ----- -------- ----- -------- -----
Total 1,010,798 100.0 972,923 100.0 990,567 100.0
Costs and expenses:
Costs of services (b) 557,330 64.8 591,787 66.7 603,484 69.5
Costs of sales (b) 101,953 67.8 59,825 69.9 73,815 60.5
--------- ----- -------- ----- -------- -----
Total 659,283 65.2 651,612 67.0 677,299 68.4
--------- ----- -------- ----- -------- -----
Gross profit 351,515 34.8 321,311 33.0 313,268 31.6
Selling, general and administrative 126,566 12.5 124,433 12.8 133,284 13.5
Research and development 46,053 4.6 40,158 4.1 36,498 3.7
--------- ----- -------- ----- -------- -----
Operating expenses 172,619 17.1 164,591 16.9 169,782 17.1
Special charge (1,104) (0.1) 15,000 1.5 99,382 10.0
Operating income 180,000 17.8 141,720 14.6 44,104 4.4
Other income (expense):
Interest income 3,509 0.3 4,079 0.4 5,733 0.6
Equity in earnings of unconsolidated affiliates 2,843 0.3 7,113 0.7 24,376 2.5
Other income (expense) (1,343) (0.1) 25,447 2.6 711 0.1
Interest expense (29,032) (2.9) (27,405) (2.8) (30,311) (3.1)
--------- ----- -------- ----- -------- -----
Income before income taxes 155,977 15.4 150,954 15.5 44,613 4.5
Income taxes 62,392 6.1 61,891 6.3 17,399 1.8
--------- ----- -------- ----- -------- -----
Net income $93,585 9.3% $89,063 9.2% $27,214 2.7%
========= ===== ======== ===== ======== =====
</TABLE>
(a) 53-week year
(b) Percentages are computed based on cost as a percentage of related revenue.
<PAGE> 43
Special Charges
In the fourth quarter of fiscal 1998 the Company's Board of Directors approved a
plan of repositioning and restructuring of the Company's operations (the "Plan")
and the Company recorded a $99.4 million special charge ($60.6 million
after-tax, or $1.45 per basic share; $1.44 per diluted share) related to the
execution of the Plan. The special charge consisted principally of costs to exit
the electronic benefits transfer ("EBT") business conducted by the Company's
Transactive subsidiary ("Transactive"). In addition, the special charge included
costs associated with a worldwide workforce reduction, contractual obligations
in connection with the departures of the Company's former Chairman and
Vice-Chairman from the Company and asset impairment charges relating to two of
the Company's lottery contracts.
In February 1998, the Company entered into an asset purchase agreement with
Citicorp Services, Inc. ("Citicorp") to sell EBT contracts and certain related
assets held by Transactive. The United States Department of Justice commenced a
legal action seeking to enjoin the consummation of the transaction, and in
January 1999 Citicorp terminated the agreement. Principally as a result of this
contract termination, the Company recorded an additional special charge in the
fourth quarter of fiscal 1999 of $15.0 million ($8.9 million after-tax, or $.22
per basic and diluted share) in order to write down the assets held for sale to
their net realizable value. The proposed sale did not include the contracts or
assets in connection with Transactive's provision of benefit identification
cards to the state of New York, electronic payment file transfer services to the
city of New York, or hunting, fishing and recreational licenses to the state of
Texas. The Company plans to continue to honor those contracts and Transactive's
EBT contracts, but has decided not to pursue new opportunities in those areas or
seek new United States EBT contracts.
In the fourth quarter of fiscal 2000, the Company recorded a $1.1 million
reduction in the special charge resulting from prudent management of severance
costs and attrition at Transactive.
Results of Operations
COMPARISON OF FISCAL 2000 WITH 1999
Revenues for fiscal 2000 were $1.010 billion, representing a $37.9 million, or
3.9%, increase over revenues of $972.9 million in fiscal 1999.
Service revenues, including lottery and other services, in fiscal 2000 were
$860.4 million, representing a $27.0 million, or 3.0%, decrease from the $887.4
million of service revenues in fiscal 1999. This decrease reflects a 6.3%
decline in domestic lottery service revenues, which were partially offset by a
1.3% increase in international lottery service revenues.
In fiscal 2000, lottery sales by the Company's domestic customers declined
approximately 4.0% compared with fiscal 1999, primarily reflecting lower sales
in Texas, the temporary suspension of Quick Draw in New York and lower jackpot
activity. This decline, coupled with the loss of the Company's Indiana lottery
contract and contractual rate changes, resulted in a 6.3% decline in the
Company's domestic service revenues.
<PAGE> 44
Lottery sales by the Company's international customers increased 14.6% in fiscal
2000 compared with fiscal 1999, driven primarily by growth in Brazil, Germany,
the Czech Republic, Poland and Mexico. This increase, coupled with contractual
rate increases in Brazil, was almost fully offset by the impact of the reduction
in the dollar value of foreign currencies, resulting in a 1.3% increase in the
Company's international lottery service revenues.
Product sales were $150.4 million in fiscal 2000, an increase of $64.9 million
over the $85.5 million of product sales in fiscal 1999. This increase was
primarily driven by sales of equipment to South Africa, an online lottery
system to Israel and a new PRO:SYS central system, including instant ticket
validation capabilities to Sweden. The Company sold approximately 13,300 lottery
terminals during fiscal 2000, compared to approximately 4,900 lottery terminals
during fiscal 1999.
Gross margins on service revenues improved from 33.3% in fiscal 1999 to 35.2% in
fiscal 2000 due to improved margins from the Company's operations in Brazil.
While the Company's service cost structure will continue to benefit from
ongoing reengineering efforts, the Company expects that gross margins on
service revenues will be in a range of 33% to 34% in fiscal 2001, primarily due
to start up costs associated with the implementation of new international
lottery systems as well as the high level of jackpot activity experienced in
fiscal 2000.
Gross margins on product sales fluctuate depending on the mix, volume and timing
of product sales contracts. Gross margins on product sales increased from 30.1%
in fiscal 1999 to 32.2% in fiscal 2000, primarily due to equipment sales to
South Africa, partially offset by lower margins on new online lottery systems
installed in fiscal 2000. Product gross margins are expected to be in a range
of 23% to 25% in fiscal 2001, primarily due to the high number of central
systems anticipated to be sold in fiscal 2001 that have historically carried
lower margins.
Selling, general and administrative expenses in fiscal 2000 were $126.6 million,
representing a $2.2 million, or 1.7%, increase from the $124.4 million incurred
in fiscal 1999. This modest increase was primarily attributable to the Company's
customer and industry conference held during the second quarter of fiscal 2000.
This conference is held every other year. As a percentage of revenues, selling,
general and administrative expenses were 12.5% and 12.8% during fiscal 2000 and
1999, respectively.
Research and development expenses in fiscal 2000 were $46.1 million,
representing a $5.9 million, or 14.7%, increase over research and development
expenses of $40.2 million in fiscal 1999. This increase reflects development
activities associated with the Company's next generation lottery operating
system and terminals, along with increased spending by Dreamport on a number of
new products in the development pipeline. As a percentage of revenues, research
and development expenses were 4.6% and 4.1% during fiscal 2000 and 1999,
respectively.
Equity in earnings of unconsolidated affiliates in fiscal 2000 was $2.8 million,
a decrease of $4.3 million from the $7.1 million earned during fiscal 1999. This
decrease resulted principally from the Company's sale, in April 1998, of its
22.5% equity interest in Camelot Group plc ("Camelot").
Other expense in fiscal 2000 was $1.3 million, and comprises net foreign
exchange losses associated with the Company's global asset protection and
foreign exchange management programs designed to protect future cash flows,
partially offset by the amortization of the gain on the sale of Camelot, which
is being amortized over the remaining period of Camelot's operating license, due
to expire in September 2001. The foreign exchange losses during fiscal 2000 were
more than offset by higher cash gross margin from the Company's foreign
operations due to stronger than expected foreign currencies relative to the
United States dollar. Other income of $25.4 million in fiscal 1999 principally
comprised foreign exchange gains associated with the Company's global asset
protection and foreign exchange management programs, as well as the amortization
of the gain on the sale of Camelot. As a result of the material devaluation that
took
<PAGE> 45
place in Brazil in January 1999 and the hedging strategy that the Company had in
place at the time, the Company recognized a one-time foreign exchange gain of
approximately $17.0 million.
Interest expense in fiscal 2000 was $29.0 million, an increase of $1.6 million
over interest expense of $27.4 million incurred during fiscal 1999. This
increase was primarily due to higher average debt outstanding under the
Company's revolving credit facility.
The Company's effective income tax rate decreased from 41% in fiscal 1999 to 40%
in fiscal 2000 due principally to lower state taxes and increased Research and
Development tax credits. The Company's effective income tax rate was greater
than the statutory rate primarily due to state income taxes and certain expenses
that are not deductible for income tax purposes.
COMPARISON OF FISCAL 1999 WITH 1998
Revenues for fiscal 1999 were $972.9 million, representing a $17.7 million, or
1.8%, decrease from revenues of $990.6 million in fiscal 1998.
Service revenues in fiscal 1999 were $887.4 million, representing an $18.9
million, or 2.2%, increase over the $868.5 million of service revenues in fiscal
1998. This increase resulted primarily from $11.3 million of higher service
revenues from the Company's existing lottery customer base, including higher
lottery jackpot activity, and $6.6 million of incremental service revenues from
Dreamport. The increase in service revenues reflects a $15.0 million reduction
in service revenue associated with having 13 weeks in the first quarter of
fiscal 1999 compared with 14 weeks in the first quarter of fiscal 1998.
In fiscal 1999, lottery sales by the Company's domestic customers declined
approximately 2% compared with fiscal 1998, primarily reflecting the continued
decline in sales in Texas and New York. This decline, coupled with contractual
rate reductions in Texas, California and Georgia, resulted in a decline in the
Company's domestic service revenues of 5.6%. Excluding Texas, lottery sales for
the Company's domestic customers increased approximately 5%.
Lottery sales by the Company's international customers increased approximately
19% in fiscal 1999 compared with fiscal 1998, driven primarily by growth in
Brazil, Mexico, Poland and Germany. This increase, coupled with contractual rate
increases in Brazil and Mexico and partially offset by the impact of the
reduction in the dollar value of foreign currencies, resulted in growth of 14%
in the Company's international lottery service revenues.
Worldwide sales by the Company's lottery customers increased approximately 5% in
fiscal 1999 versus fiscal 1998. Incorporating rate and currency changes, the
Company's total lottery service revenues grew 1.4%. The weakening of foreign
currencies affected fiscal 1999 lottery service revenues. However, these effects
were offset by gains from financial hedges, reflected in other income. Had
average exchange rates in fiscal 1998 continued throughout fiscal 1999, service
revenues would have been approximately $30.0 million higher than reported.
As anticipated, product sales declined from $122.0 million in fiscal 1998 to
$85.5 million in fiscal 1999. This decrease resulted primarily from lower
terminal sales in fiscal 1999 than in fiscal 1998. The Company sold
approximately 4,900 lottery terminals during fiscal 1999, as compared to
approximately 12,000 lottery terminals during fiscal 1998. Fiscal 1998 product
<PAGE> 46
sales included approximately 6,500 terminals to the state of Massachusetts
comprising part of the sale of a new online lottery central system to that
customer in the third quarter of fiscal 1998.
Gross margins on service revenues were 33.3% in fiscal 1999, up from 30.5% in
fiscal 1998, primarily due to cost reductions resulting from the restructuring
and repositioning Plan announced by the Company in February 1998, along with
higher lottery jackpot activity in fiscal 1999 than in fiscal 1998.
Gross margins on product sales fluctuate depending on the mix, volume and timing
of product sales contracts. Gross margins on product sales declined from 39.5%
in fiscal 1998 to 30.1% in fiscal 1999. This change was primarily due to a shift
in product mix along with the acquisition of Europrint, a business with lower
margins than the Company has realized historically.
Selling, general and administrative expenses in fiscal 1999 were $124.4 million,
representing an $8.9 million, or 6.6%, decrease from the $133.3 million incurred
in fiscal 1998. This decrease was primarily attributable to lower legal expenses
and a reduction in costs resulting from the restructuring and repositioning
Plan. These declines were partially offset by selling, general and
administrative expenses of Europrint and IGI. As a percentage of revenues,
selling, general and administrative expenses were 12.8% and 13.5% during fiscal
1999 and 1998, respectively.
Research and development expenses in fiscal 1999 were $40.2 million,
representing a $3.7 million, or 10%, increase over research and development
expenses of $36.5 million in fiscal 1998. This increase reflects costs
associated with the continuing development of the Company's Internet wagering
platform, as well as an increase in the number of new products in the
development pipeline. As a percentage of revenues, research and development
expenses were 4.1% and 3.7% during fiscal 1999 and 1998, respectively.
Interest income in fiscal 1999 was $4.1 million, a decrease of $1.6 million from
interest income of $5.7 million earned during fiscal 1998. During fiscal 1998,
the Company had higher dollar-denominated cash balances on hand in Brazil than
in fiscal 1999 to fund the online lottery system implementation that was
completed for Caixa Economica Federal, Latin America's largest financial
institution, in fiscal 1998.
Equity in earnings of unconsolidated affiliates in fiscal 1999 was $7.1 million,
a decrease of $17.3 million from the $24.4 million earned during fiscal 1998.
This decrease resulted principally from the Company's sale, in April 1998, of
its 22.5% equity interest in Camelot back to Camelot for $84.9 million. The book
value of the Company's Camelot investment at the time of sale was $51.8 million.
A portion of the cash received by the Company would have to be returned to
Camelot in the event that Camelot's operating license is revoked for certain
reasons determined to be attributable to the Company. Accordingly, the Company
has deferred the recognition of the gain from the sale of its investment and is
recognizing such gain ratably over the remaining period of Camelot's operating
license, due to expire in September 2001. The sale of this equity interest does
not affect the Company's position as the principal supplier of goods and
services to Camelot, but has reduced the Company's equity in earnings of
unconsolidated affiliates.
Other income in fiscal 1999 was $25.4 million, an increase of $24.7 million over
the $.7 million earned in fiscal 1998. Other income in fiscal 1999 includes
foreign exchange gains associated with the Company's global asset protection and
foreign exchange management programs, as well as the amortization of the gain on
the sale of Camelot. The Company, through its asset
<PAGE> 47
protection strategy, avoided a cash loss in Brazil by investing accumulated cash
in dollar-denominated investments while awaiting government approvals to
repatriate these dollars to the United States. Subsequent to February 27, 1999,
government approval was obtained and this cash was repatriated. The success of
the Company's foreign exchange management program offset approximately 90% of
the gross profit erosion that resulted from the year-to-year weakening of
foreign currencies.
Interest expense in fiscal 1999 was $27.4 million, a decrease of $2.9 million
from interest expense of $30.3 million incurred during fiscal 1998. This
decrease was primarily due to lower debt outstanding under the Company's
revolving credit facility, partially offset by higher average interest rates on
the Company's outstanding debt.
The Company's effective income tax rate increased from 39% in fiscal 1998 to 41%
in fiscal 1999 due principally to the loss of the beneficial tax effect of U.K.
equity earnings that were reported on an after-tax basis. This increase was
partially offset by the congressional extension of the Research and Development
tax credit. The Company's effective income tax rate was greater than the
statutory rate primarily due to state income taxes and certain expenses that are
not deductible for income tax purposes.
Changes in Financial Position, Liquidity and Capital Resources
During fiscal 2000, the Company generated $230.8 million of cash from
operations. This cash was used principally to fund the purchase of $128.6
million of systems, equipment and other assets relating to contracts and to
repurchase $98.7 million of the Company's common stock.
Trade accounts receivable increased by $8.7 million, from $106.7 million at
February 27, 1999 to $115.4 million at February 26, 2000, primarily due to a
higher level of product sales in the fourth quarter of fiscal 2000 compared to
the fourth quarter of fiscal 1999.
Inventories increased by $5.5 million, from $61.9 million at February 27, 1999
to $67.4 million at February 26, 2000, primarily due to spending related to
product sales expected to be delivered during the first half of fiscal 2001.
Current deferred income taxes decreased by $13.6 million, from $29.4 million at
February 27, 1999 to $15.8 million at February 26, 2000 and noncurrent deferred
income tax liabilities decreased by $11.8 million, from $18.5 million at
February 27, 1999 to $6.7 million at February 26, 2000, primarily due to
reclassifications to match deferred income taxes with the related asset or
liability on the balance sheet.
Investments in and advances to unconsolidated affiliates increased by $15.1
million, from $10.8 million at February 27, 1999 to $25.9 million at February
26, 2000, primarily due to the Company's investment in and advances to Uthingo,
the consortium that holds the license to operate the South African National
Lottery, along with a 33% investment in Turfway Park, LLC, a joint venture that
operates a thoroughbred racing and simulcasting facility in Kentucky.
The special charge accrual decreased by $6.1 million in fiscal 2000, due to
scheduled severance and related payments along with the release of approximately
$1.1 million of the accrual resulting from prudent management of severance costs
and attrition at the Company's Transactive subsidiary.
<PAGE> 48
Accounts payable increased $9.7 million, from $43.4 million at February 27, 1999
to $53.1 million at February 26, 2000, primarily due to the higher level of
inventory at February 26, 2000 relative to February 27, 1999, along with the
timing of payments relating to ongoing lottery system installations.
Accrued expenses decreased $10.7 million, from $55.6 million at February 27,
1999 to $44.9 million at February 26, 2000, primarily due to the abolishment of
certain tax obligations resulting from a change in United Kingdom legislation
along with the fulfillment of certain warranty obligations associated with the
United Kingdom lottery contract.
Income taxes payable (which are reported net of income tax refunds receivable)
decreased by $8.5 million, from $57.9 million at February 27, 1999 to $49.4
million at February 26, 2000. This decrease was primarily due to the timing of
income tax payments, including those related to the sale of the Company's
investment in Camelot in April 1998.
The Company's business is capital-intensive. Although it is not possible to
estimate precisely due to the nature of the business, the Company currently
anticipates that the level of capital expenditures for systems, equipment and
other assets relating to contracts required during fiscal 2001 will be in a
range of $160.0 million to $180.0 million. The principal sources of liquidity
for the Company are expected to be cash generated from operations and borrowings
under the Company's Credit Facility. As of April 1, 2000, the Company had
utilized approximately $40.0 million of its $400.0 million Credit Facility. The
Company currently expects that its cash flow from operations and available
borrowings under its Credit Facility will be sufficient to fund its anticipated
working capital and ordinary capital expenditure needs, to service its debt
obligations and to fund anticipated internal growth in the foreseeable future.
Market Risk Disclosures
The primary market risk inherent in the Company's financial instruments and
exposures is the potential loss arising from adverse changes in interest rates
and foreign currency rates. The Company's exposure to commodity price changes is
not considered material and is managed through its procurement and sales
practices. The Company did not own any marketable equity securities during
fiscal 2000 or fiscal 1999.
Interest rates
Interest rate market risk is estimated as the potential change in the fair value
of the Company's total debt or current earnings resulting from a hypothetical
10% adverse change in interest rates. At February 26, 2000 and February 27,
1999, the estimated fair value of the Company's fixed rate debt, as determined
by an independent investment banker, approximated $293.9 million and $313.4
million, respectively. After taking into consideration $150.0 million of
interest rate swaps in effect at February 26, 2000, a hypothetical 10% increase
in interest rates would change the estimated fair value of the Company's fixed
rate debt to $290.5 million and a hypothetical 10% decrease in interest rates
would change the estimated fair value of the Company's fixed rate debt to $297.2
million. Comparatively, a hypothetical 10% increase in interest rates would
change the estimated fair value of the Company's fixed rate debt to $305.1
million and a hypothetical 10% decrease in interest rates would change the
estimated fair value of the Company's fixed rate debt to $322.0 million at
February 27, 1999.
A hypothetical 10% adverse or favorable change in interest rates applied to
variable rate debt would not have a material effect on current earnings.
<PAGE> 49
The Company uses various techniques to reduce the risk associated with future
increases in interest rates, including entering into interest rate swaps and the
private placement of seven- and 10-year fixed rate debt on May 29, 1997.
Foreign Currency Exchange Rates
Foreign exchange exposures arise from current transactions and anticipated
transactions denominated in a currency other than an entity's functional
currency and from the translation of foreign currency balance sheet accounts
into United States dollar balance sheet accounts.
The Company seeks to manage its foreign exchange risk by attempting to secure
payment from its customers in United States dollars, by sharing risk with its
customers, by utilizing foreign currency borrowings, by leading and lagging
receipts and payments and by entering into foreign currency exchange and option
contracts. In addition, a significant portion of the costs attributable to the
Company's foreign currency revenues are payable in the local currencies.
Whenever possible, the Company negotiates clauses into its contracts that allow
for price adjustments should a material change in foreign exchange rates occur.
The Company, from time to time, enters into foreign currency exchange and option
contracts to reduce the exposure associated with current transactions and
anticipated transactions denominated in foreign currencies. However, the Company
does not engage in currency speculation. At February 26, 2000 and February 27,
1999, a hypothetical 10% adverse change in foreign exchange rates would result
in a translation loss of $16.3 million and $17.0 million, respectively, which
would be recorded in the equity section of the Company's balance sheet.
At February 26, 2000 and February 27, 1999, a hypothetical 10% adverse change in
foreign exchange rates would result in a net transaction loss of $3.4 million
and $.8 million, respectively, which would be recorded in current earnings after
considering the effects of foreign exchange contracts currently in place.
At February 26, 2000, a hypothetical 10% adverse change in foreign exchange
rates would result in a net reduction of cash flows from anticipatory
transactions in fiscal 2001 by $12.1 million. Comparatively, at February 27,
1999, the result of a hypothetical 10% adverse change in foreign exchange rates
would have resulted in a net reduction of cash flows from anticipatory
transactions of $13.1 million in fiscal 2000. The percentage of fiscal 2000 and
fiscal 1999 anticipatory transactions that were hedged varied throughout each
fiscal year, but averaged 73% in fiscal 2000 compared to 65% in fiscal 1999.
As of February 26, 2000, the Company had contracts for the sale of foreign
currency of approximately $87.7 million (primarily Spanish pesetas, South
African rand and Irish punts) and the purchase of foreign currency of
approximately $66.7 million (primarily pounds sterling), compared to contracts
for the sale of foreign currency of approximately $80.3 million (primarily
Spanish pesetas, Mexican pesos and Brazilian reals) and the purchase of foreign
currency of approximately $71.1 million (primarily pounds sterling) at February
27, 1999.
IMPACT OF YEAR 2000
<PAGE> 50
The Company began its Y2K remediation program in 1997. Since that time, the
Company has spent approximately $23.0 million and devoted more than 200,000
person-hours to ensure that Y2K did not interrupt service. The project, the
largest in the Company's history, involved managing not only the Company's own
systems, but also numerous other lottery and third-party systems, as well as
telecommunications networks in 37 different countries. As a result of those
planning and implementation efforts, the Company experienced no disruptions in
service or downtime with its systems. The Company will continue to monitor its
critical computer applications and those of its suppliers and vendors throughout
the year 2000 to ensure that any latent year 2000 matters that may arise are
addressed promptly.
<PAGE> 51
Report of Independent Auditors
Board of Directors and Shareholders
GTECH Holdings Corporation
We have audited the accompanying consolidated balance sheets of GTECH Holdings
Corporation and subsidiaries as of February 26, 2000 and February 27, 1999 and
the related consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended February 26, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements of Camelot Group plc, (an entity in which
the Company had a 22.5% interest), have been audited by other auditors whose
report has been furnished to us; insofar as our opinion on the 1998 consolidated
financial statements of the Company relates to data included for Camelot Group
plc, it is based solely on their report.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audits and the report of other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of GTECH Holdings Corporation and
subsidiaries at February 26, 2000 and February 27, 1999 and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended February 26, 2000, in conformity with accounting principles
generally accepted in the United States.
ERNST & YOUNG LLP
Boston, Massachusetts
March 27, 2000
<PAGE> 52
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Camelot Group plc
We have audited the financial statements of Camelot Group plc as of January 31,
1998 and February 1, 1997, and for the years then ended which are expressed in
pounds sterling. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit in accordance with auditing standards generally accepted
in the United Kingdom and the United States. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly the
financial position of Camelot Group plc at January 31, 1998 and February 1,
1997, and the results of its operations, total recognised gains and losses and
cash flows for each of the years ended January 31, 1998 and February 1, 1997,
in conformity with generally accepted accounting principles in the United
Kingdom.
Accounting principles generally accepted in the United Kingdom vary in certain
significant respects from accounting principles generally accepted in the
United States. The application of the latter would have affected the
determination of net income expressed in pounds sterling for the years ended
January 31, 1998 and February 1, 1997 and the determination of shareholders'
equity also expressed in pounds sterling at January 31, 1998 and February 1,
1997 to the extent summarised in footnote 24 to the financial statements.
Price Waterhouse
Chartered Accountants
London, England
March 23, 1998
<PAGE> 53
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
February 26, February 27,
2000 1999
----------- ------------
(Dollars in thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 11,115 $ 7,733
Trade accounts receivable 115,358 106,693
Sales-type lease receivables 10,110 6,743
Inventories 67,418 61,893
Deferred income taxes 15,853 29,419
Other current assets 19,346 14,047
--------- ---------
TOTAL CURRENT ASSETS 239,200 226,528
SYSTEMS, EQUIPMENT AND OTHER ASSETS RELATING TO CONTRACTS 375,918 397,561
GOODWILL 130,710 135,662
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES 25,898 10,801
OTHER ASSETS 119,297 103,663
--------- ---------
TOTAL ASSETS $ 891,023 $ 874,215
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 53,103 $ 43,402
Accrued expenses 44,898 55,609
Special charge -- 6,058
Employee compensation 30,057 27,379
Advance payments from customers 33,438 30,458
Income taxes payable 49,382 57,907
Current portion of long-term debt 69 1,960
--------- ---------
TOTAL CURRENT LIABILITIES 210,947 222,773
LONG-TERM DEBT, less current portion 349,400 319,078
OTHER LIABILITIES 27,363 29,908
DEFERRED INCOME TAXES 6,737 18,550
COMMITMENTS AND CONTINGENCIES -- --
SHAREHOLDERS' EQUITY:
Preferred Stock, par value $.01 per share--20,000,000 shares authorized, none issued -- --
Common Stock, par value $.01 per share--150,000,000 shares authorized,
44,171,315 and 44,152,565 shares issued; 34,804,004 and 38,722,063 shares
outstanding at February 26, 2000 and February 27, 1999, respectively 442 442
Additional paid-in capital 176,750 176,434
Equity carryover basis adjustment (7,008) (7,008)
Accumulated other comprehensive income (69,493) (84,842)
Retained earnings 437,830 345,018
--------- ---------
538,521 430,044
Less cost of 9,367,311 and 5,430,502 shares in treasury at
February 26, 2000 and February 27, 1999, respectively (241,945) (146,138)
--------- ---------
296,576 283,906
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 891,023 $ 874,215
========= =========
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE> 54
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
<TABLE>
<CAPTION>
Fiscal Year Ended
-------------------------------------------------------
February 26, February 27, February 28,
2000 1999 1998 (a)
----------- ----------- ------------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C>
Revenues:
Services $ 860,419 $ 887,395 $ 868,522
Sales of products 150,379 85,528 122,045
----------- ----------- -----------
1,010,798 972,923 990,567
Costs and expenses:
Costs of services 557,330 591,787 603,484
Costs of sales 101,953 59,825 73,815
----------- ----------- -----------
659,283 651,612 677,299
----------- ----------- -----------
Gross profit 351,515 321,311 313,268
Selling, general and administrative 126,566 124,433 133,284
Research and development 46,053 40,158 36,498
Special charge (1,104) 15,000 99,382
----------- ----------- -----------
Operating income 180,000 141,720 44,104
Other income (expense):
Interest income 3,509 4,079 5,733
Equity in earnings of unconsolidated affiliates 2,843 7,113 24,376
Other income (expense) (1,343) 25,447 711
Interest expense (29,032) (27,405) (30,311)
----------- ----------- -----------
Income before income taxes 155,977 150,954 44,613
Income taxes 62,392 61,891 17,399
----------- ----------- -----------
Net income $ 93,585 $ 89,063 $ 27,214
=========== =========== ===========
----------- ----------- -----------
Basic earnings per share $ 2.58 $ 2.17 $ .65
=========== =========== ===========
----------- ----------- -----------
Diluted earnings per share $ 2.58 $ 2.16 $ .64
=========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
(a) 53-week year
<PAGE> 55
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Fiscal Year Ended
----------------------------------------
February 26, February 27, February 28,
2000 1999 1998 (a)
----------- ----------- ------------
(Dollars in thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 93,585 $ 89,063 $ 27,214
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and other intangibles amortization 179,123 193,467 200,100
Goodwill amortization 6,253 5,854 4,668
Special charge (1,104) 15,000 99,382
Deferred income taxes provision (benefit) 1,753 9,868 (24,187)
Equity in earnings of unconsolidated affiliates,
net of dividends received (376) (3,117) (8,632)
Foreign currency transaction losses (gains) 900 (8,650) --
Other 954 2,405 8,214
Changes in operating assets and liabilities, net of effects of acquisitions:
Trade accounts receivable (10,006) (10,716) 17,907
Inventories (5,659) (33,479) 7,693
Special charge (4,954) (26,105) (12,163)
Other assets and liabilities (29,687) 52,692 (26,061)
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 230,782 286,282 294,135
INVESTING ACTIVITIES
Purchases of systems, equipment and other assets relating to contracts (128,618) (121,198) (283,542)
Acquisitions (net of cash acquired) (318) (19,687) (20,976)
Investments in and advances to unconsolidated affiliates (16,209) (529) (5,414)
Cash received from affiliates -- 1,906 6,644
Proceeds from sale of investments -- 84,904 --
Other (19,198) (22,627) (20,592)
--------- --------- ---------
NET CASH USED FOR INVESTING ACTIVITIES (164,343) (77,231) (323,880)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt 221,500 117,706 541,605
Principal payments on long-term debt (192,936) (254,768) (472,542)
Purchases of treasury stock (98,747) (70,757) (40,221)
Other 2,430 4,771 (2,108)
--------- --------- ---------
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (67,753) (203,048) 26,734
Effect of exchange rate changes on cash 4,696 (6,520) (724)
--------- --------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,382 (517) (3,735)
Cash and cash equivalents at beginning of year 7,733 8,250 11,985
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 11,115 $ 7,733 $ 8,250
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest payments (net of amounts capitalized) $ 28,697 $ 27,574 $ 23,647
Income tax payments 66,883 24,945 32,188
Income tax refunds (662) (13,345) (2,904)
</TABLE>
See Notes to Consolidated Financial Statements
(a) 53-week year
<PAGE> 56
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Equity Accumulated
Additional Carryover Other
Outstanding Common Paid-in Basis Comprehensive
Shares Stock Capital Adjustment Income
----------- ------ ---------- ----------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance at February 22, 1997 42,490,770 $ 438 $ 169,705 $ (7,008) $ 1,472
Comprehensive income:
Net income -- -- -- -- --
Other comprehensive income, net of tax:
Foreign currency translation -- -- -- -- (1,514)
Comprehensive income
Treasury shares repurchased (1,283,600) -- -- -- --
Shares issued under stock award plans 12,226 -- 387 -- --
Shares issued upon exercise of stock options 64,750 1 1,210 -- --
---------- ----------- ----------- ----------- -----------
Balance at February 28, 1998 41,284,146 $ 439 $ 171,302 $ (7,008) $ (42)
Comprehensive income:
Net income -- -- -- -- --
Other comprehensive income, net of tax:
Foreign currency translation -- -- -- -- (85,094)
Net gain on derivative instruments -- -- -- -- 294
Comprehensive income
Treasury shares repurchased (2,794,100) -- -- -- --
Shares issued under stock award plans 5,688 -- 159 -- --
Shares reissued under stock award plans 2,079 -- -- -- --
Shares issued upon exercise of stock options 224,250 3 4,973 -- --
---------- ----------- ----------- ----------- -----------
Balance at February 27, 1999 38,722,063 $ 442 $ 176,434 $ (7,008) $ (84,842)
Comprehensive income:
Net income -- -- -- -- --
Other comprehensive income, net of tax:
Foreign currency translation -- -- -- -- 15,223
Net gain on derivative instruments -- -- -- -- 126
Comprehensive income
Treasury shares repurchased (4,049,100) -- -- -- --
Shares reissued under employee
stock purchase and stock award plans 112,291 -- -- -- --
Shares issued upon exercise of stock options 18,750 -- 316 -- --
---------- ----------- ----------- ----------- -----------
Balance at February 26, 2000 34,804,004 $ 442 $ 176,750 $ (7,008) $ (69,493)
========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Retained Treasury
Earnings Stock Total
-------- -------- -----
(Dollars in thousands)
<S> <C> <C> <C>
Balance at February 22, 1997 $ 228,741 $ (35,215) $ 358,133
Comprehensive income:
Net income 27,214 -- 27,214
Other comprehensive income, net of tax:
Foreign currency translation -- -- (1,514)
-----------
Comprehensive income 25,700
Treasury shares repurchased -- (40,221) (40,221)
Shares issued under stock award plans -- -- 387
Shares issued upon exercise of stock options -- -- 1,211
----------- ----------- -----------
Balance at February 28, 1998 $ 255,955 $ (75,436) $ 345,210
Comprehensive income:
Net income 89,063 -- 89,063
Other comprehensive income, net of tax:
Foreign currency translation -- -- (85,094)
Net gain on derivative instruments -- -- 294
-----------
Comprehensive income 4,263
Treasury shares repurchased -- (70,757) (70,757)
Shares issued under stock award plans -- -- 159
Shares reissued under stock award plans -- 55 55
Shares issued upon exercise of stock options -- -- 4,976
----------- ----------- -----------
Balance at February 27, 1999 $ 345,018 $ (146,138) $ 283,906
Comprehensive income:
Net income 93,585 -- 93,585
Other comprehensive income, net of tax:
Foreign currency translation -- -- 15,223
Net gain on derivative instruments -- -- 126
-----------
Comprehensive income 108,934
Treasury shares repurchased -- (98,747) (98,747)
Shares reissued under employee
stock purchase and stock award plans (773) 2,940 2,167
Shares issued upon exercise of stock options -- -- 316
----------- ----------- -----------
Balance at February 26, 2000 $ 437,830 $ (241,945) $ 296,576
=========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE> 57
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: GTECH Holdings Corporation ("Holdings") conducts
business through its consolidated subsidiaries and unconsolidated affiliates and
has, as its only asset, an investment in GTECH Corporation ("GTECH"), its
wholly owned subsidiary. The consolidated financial statements include the
accounts of Holdings, GTECH, all majority and wholly owned subsidiaries and
other entities controlled by GTECH (collectively referred to herein as the
"Company"). Significant intercompany accounts and transactions have been
eliminated in preparing the Consolidated Financial Statements. Investments in
20% to 50% owned affiliates, investments in corporate joint ventures and other
entities that are not controlled by GTECH are accounted for using the equity
method and investments in less than 20% owned affiliates are accounted for using
the cost method.
Certain reclassifications have been made to the prior years' financial
statements to conform to the current year presentation.
Industry Segment and Nature of Operations: The Company operates predominately in
one business segment that provides online, high speed, highly secured
transaction processing systems to the worldwide lottery industry. The Company's
lottery service contracts are generally subject to a new competitive procurement
process after the expiration of the contract term and any extensions thereof.
The Company's business is highly regulated, and the competition to secure new
government contracts is often intense.
Fiscal Year: The Company operates on a 52- to 53-week fiscal year ending on the
last Saturday in February. Fiscal 2000 and 1999 were 52-week years and fiscal
1998 was a 53-week year.
Use of estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Revenue Recognition: Service revenues are recognized as the services are
performed. Liquidated damages are expensed as incurred.
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" (SAB 101)
which provides guidance related to revenue recognition based on interpretations
and practices followed by the SEC. SAB 101 is effective for the second fiscal
quarter of fiscal years beginning after December 15, 1999 and requires companies
to report any changes in revenue recognition as a cumulative change in
accounting principle at the time of implementation in accordance with Accounting
Principles Board Opinion No. 20, "Accounting Changes." The Company is currently
in the process of evaluating what impact, if any, SAB 101 will have on the
financial position or results of operations of the Company.
Revenues from product sales or sales-type leases are recognized when
installation is complete and the product is accepted by the customer. In those
instances where the Company is not responsible for installation, revenue is
recognized when the product is shipped.
Foreign Currency Translation: The functional currency for the majority of the
Company's foreign operations is the applicable local currency. The translation
of the applicable foreign currencies into United States dollars is performed for
balance sheet accounts using exchange rates in effect at the balance sheet date
and for revenue and expense accounts using a weighted average exchange rate
during the period. The gains or losses resulting from such translation are
reported in accumulated other comprehensive income, whereas gains or losses
resulting from foreign currency transactions are included in results of
operations. The Company recognized net foreign exchange gains (losses) of
$(6,683,000), $15,268,000 and $(573,000) in fiscal 2000, 1999 and 1998,
respectively, that are included as a component of other income in the Company's
consolidated income statements.
For those foreign subsidiaries operating in a highly inflationary economy or
having the United States dollar as their functional currency, nonmonetary assets
and liabilities are translated at historical rates and monetary assets and
liabilities are translated at current rates. Translation adjustments are
included in the determination of net income.
<PAGE> 58
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES-(CONTINUED)
Research and Development: Research and development expenses are charged to
operations as incurred.
Stock-Based Compensation: The Company grants stock options for a fixed number of
shares of the common stock of Holdings ("Common Stock") to employees and
nonemployee directors with an exercise price equal to the fair value of the
shares at the date of grant. The Company accounts for stock option grants in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and, accordingly, recognizes no compensation expense
for stock option grants.
Derivatives: The Company uses derivative financial instruments principally to
manage the risk of foreign currency exchange rate fluctuations and accounts for
its derivative financial instruments in accordance with Financial Accounting
Standards Board Statement 133, "Accounting for Derivative Instruments and
Hedging Activities".
From time to time, the Company enters into foreign currency exchange and option
contracts to reduce the exposure associated with certain firm commitments,
variable service revenues and certain assets and liabilities denominated in
foreign currencies. These contracts generally have maturities of 12 months or
less, and are regularly renewed to provide continuing coverage throughout the
year. The Company does not engage in currency speculation.
The Company records certain contracts used to protect the Company against
foreign exchange risk on its variable service revenues at fair value in its
consolidated balance sheet. The related gains or losses on these contracts are
either deferred in shareholders' equity (accumulated other comprehensive income)
or immediately recognized in earnings dependent on whether the contract can be
treated as a hedge. The deferred gains and losses are subsequently recognized in
earnings in the period that the related items being hedged are received and
recognized in earnings. Contracts used to hedge assets and liabilities
denominated in foreign currencies are recorded in the Company's consolidated
balance sheet and the related gains or losses on these contracts are immediately
recognized in earnings as a component of other income in the Company's
consolidated income statements.
Income Taxes: Deferred tax assets and liabilities are determined based on the
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted income tax rates and laws that will be in
effect when the temporary differences are expected to reverse. Additionally,
deferred tax assets and liabilities are separated into current and noncurrent
amounts based on the classification of the related assets and liabilities for
financial reporting purposes.
Cash Equivalents: The Company considers short-term, highly liquid investments
with an original maturity of three months or less at the date of purchase to be
cash equivalents.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market.
Systems, Equipment and Other Assets Relating to Contracts: Systems, equipment
and other assets relating to contracts are stated on the basis of cost.
Depreciation is computed over the estimated useful lives of the assets using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes. The estimated useful life is generally five years.
Capitalized Software Development Costs: Unamortized software development costs,
included in systems, equipment and other assets relating to contracts and other
assets in the Company's consolidated balance sheets, were $44,291,000 and
$51,900,000 at February 26, 2000 and February 27, 1999, respectively. Related
amortization expense amounted to $17,167,000, $12,821,000 and $7,457,000 in
fiscal 2000, 1999 and 1998, respectively, and is included in cost of services in
the Company's consolidated income statements.
<PAGE> 59
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES-(CONTINUED)
Impairment of Long-Lived Assets: If facts and circumstances were to indicate
that the Company's long-lived assets might be impaired, the estimated future
undiscounted cash flows associated with the long-lived asset would be compared
to its carrying amount to determine if a write-down to fair value is necessary.
Goodwill: Goodwill represents the excess of cost over the fair value of net
assets acquired and is amortized on a straight-line basis over periods ranging
from seven to 40 years. As of February 26, 2000 and February 27, 1999,
accumulated amortization was $36,271,000 and $30,018,000, respectively.
Goodwill is periodically reviewed for impairment by comparing the carrying
amount to the estimated future undiscounted cash flows of the businesses
acquired. If this review indicates that goodwill is not recoverable, the
carrying amount would be reduced to fair value.
NOTE B - BUSINESS ACQUISITIONS
On July 1, 1998, the Company acquired 80% of the equity of Europrint Holdings
Ltd. ("Europrint") and its wholly owned subsidiaries, including Interactive
Games International ("IGI"), for a net cash purchase price of $21,641,000,
including related acquisition costs. Europrint is a provider of media
promotional games and IGI has pioneered the development of interactive,
televised lottery games. The Company has the option, and under certain
circumstances the obligation, to acquire the remaining 20% of the equity of
Europrint and IGI within five years from the date of acquisition.
On October 3, 1997, the Company acquired 100% of the capital stock of VideoFax
Systems, Inc., a provider of multimedia broadcasting software, for cash
consideration of $15,362,000.
These acquisitions were accounted for using the purchase method of accounting,
whereby the purchase prices were allocated to the assets acquired and
liabilities assumed based on their respective fair values. Purchase price in
excess of these fair values has been recorded as goodwill. The Company has
included the operating results of these businesses in its consolidated results
since the dates of acquisition.
Pro forma information has not been provided because on an individual and
aggregate basis, the acquisitions were not material to the Company's operations.
NOTE C - INVENTORIES
Inventories consist of:
<TABLE>
<CAPTION>
February 26, 2000 February 27, 1999
----------------- -----------------
(Dollars in thousands)
<S> <C> <C>
Raw materials $ 23,623 $ 30,245
Work in progress 42,701 23,309
Finished goods 1,094 8,339
----------------- -----------------
$ 67,418 $ 61,893
================= =================
</TABLE>
<PAGE> 60
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE D - SYSTEMS, EQUIPMENT AND OTHER ASSETS RELATING TO CONTRACTS
Systems, equipment and other assets relating to contracts consists of:
<TABLE>
<CAPTION>
February 26, 2000 February 27, 1999
----------------- -----------------
(Dollars in thousands)
<S> <C> <C>
Land and buildings $ 5,259 $ 5,259
Computer terminals and systems 1,069,541 1,007,202
Furniture and equipment 110,734 110,231
Contracts in progress 46,221 34,991
------------------ -----------------
1,231,755 1,157,683
Less accumulated depreciation and amortization 855,837 760,122
------------------ -----------------
$ 375,918 $ 397,561
================== =================
</TABLE>
NOTE E - UNCONSOLIDATED AFFILIATES
The Company has a 10% interest in Uthingo Management Proprietary Limited
("Uthingo"), a 33.3% interest in Turfway Park, LLC ("Turfway"), a 40% interest
in Lottery Technology Enterprises ("LTE"), a 50% interest in each of four joint
ventures with Full House Resorts, Inc. ("Full House") and a 50% interest in
Union Temporal de Empress ("UTE"). Uthingo is a corporate joint venture which
holds the license to operate the South Africa National Lottery. Turfway operates
a thoroughbred racing and simulcasting facility in Kentucky. LTE is a joint
venture comprising the Company and District Enterprise for Lottery Technology
Applications of Washington, D.C., that holds a contract with the District of
Columbia Lottery and Charitable Games Control Board. The joint ventures with
Full House are engaged in the financing and development of Native American and
other casino gaming ventures. UTE is a joint venture comprising the Company
and Luditec S.A. that provides facility management services to the Catalunya
Lottery in Spain.
In addition, as of February 28, 1998, the Company had a 22.5% interest in
Camelot Group plc ("Camelot"). Camelot is a consortium that operates the United
Kingdom lottery and was the largest of the Company's unconsolidated affiliates.
In April 1998, the Company sold its investment back to Camelot for $84,904,000.
The book value of the Camelot investment at the time of the sale was
$51,763,000. A portion of the cash received by the Company will have to be
returned to Camelot in the event that Camelot's operating license is revoked for
certain reasons determined to be attributable to the Company. Accordingly, the
Company has deferred the recognition of the gain from the sale of its investment
and is recognizing such gain ratably over the remaining period of Camelot's
operating license, which is due to expire in September 2001. The deferred gain
at February 26, 2000 and February 27, 1999 is included in advance payments from
customers and other liabilities in the Company's consolidated balance sheets.
The Company continues as the principal supplier of goods and services to
Camelot. The Company's equity in the earnings of Camelot amounted to $2,624,000
and $20,988,000 in fiscal 1999 and 1998, respectively.
<PAGE> 61
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE E - UNCONSOLIDATED AFFILIATES-(CONTINUED)
The following is a summary of the combined financial condition of the Company's
unconsolidated affiliates along with their combined results of operations, for
those investments held at the fiscal year end presented, used as the basis for
applying the equity method of accounting:
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------------------------------------
February 26, 2000 February 27, 1999 February 28, 1998(a)
----------------- ----------------- --------------------
(Dollars in thousands)
<S> <C> <C> <C>
Earnings data:
Revenues $ 53,016 $ 34,950 $ 9,098,191
Gross (loss) profit (10,393) 8,683 295,169
Net (loss) income (8,994) 8,847 99,833
Balance sheet data:
Current assets $ 15,689 $ 4,659 $ 757,944
Noncurrent assets 101,600 7,452 123,603
Current liabilities 43,544 3,617 599,365
Noncurrent liabilities 19,240 169 45,101
</TABLE>
(a) Includes the 22.5% interest in Camelot, which the Company sold in April
1998.
The Company's share of undistributed earnings of affiliated companies included
in retained earnings was $2,633,000, $2,258,000 and $35,130,000 at February 26,
2000, February 27, 1999 and February 28, 1998, respectively. Dividends received
from unconsolidated affiliates were $2,467,000, $3,996,000 and $15,744,000 in
fiscal 2000, 1999 and 1998, respectively.
NOTE F - LONG-TERM DEBT
Long-term debt consists of:
<TABLE>
<CAPTION>
February 26, 2000 February 27, 1999
----------------- -----------------
(Dollars in thousands)
<S> <C> <C>
Revolving credit facility $ 45,000 $ 18,000
7.75% Series A Senior Notes due 2004 150,000 150,000
7.87% Series B Senior Notes due 2007 150,000 150,000
Other 4,469 3,038
----------------- -----------------
349,469 321,038
Less current portion 69 1,960
----------------- -----------------
$ $349,400 $ $319,078
================= =================
</TABLE>
<PAGE> 62
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F - LONG-TERM DEBT-(CONTINUED)
The Company has an unsecured revolving credit facility of $400,000,000 expiring
in June 2002 (the "Credit Facility"). At February 26, 2000, the weighted average
interest rate for all outstanding borrowings under the Credit Facility was
6.14%. The Company is required to pay a facility fee of .125% per annum on the
total revolving credit commitment. The restrictive provisions of the Credit
Facility include, among other things, requirements relating to the maintenance
of certain financial ratios, restrictions on additional indebtedness and
restrictions on the ability of the Company to make cash distributions on its
Common Stock under certain circumstances. At February 26, 2000, under the most
restrictive covenants, the Company had available $169,082,000 of retained
earnings for the payment of dividends. The Company has never paid cash dividends
on its Common Stock and does not plan to do so in the foreseeable future. The
current policy of the Company's Board of Directors is to reinvest earnings in
the operation and expansion of the Company. The Company's 7.75% Series A Senior
Notes due 2004 and 7.87% Series B Senior Notes due 2007 (collectively, the
"Senior Notes") are unsecured. Interest on each issue is payable semiannually in
arrears.
Up to $100,000,000 of the Credit Facility may be used for the issuance of
letters of credit. There were no letters of credit outstanding under the Credit
Facility as of February 26, 2000. The Company had outstanding, at February 26,
2000, $66,656,000 of letters of credit issued outside of the Credit Facility.
The weighted average annual cost for these letters of credit was .5%.
At February 26, 2000, long-term debt maturing over the next five fiscal years is
as follows:
<TABLE>
<CAPTION>
Fiscal Year (Dollars in thousands)
-----------
<S> <C>
2001 $ 69
2002 -
2003 49,400
2004 -
2005 150,000
Thereafter 150,000
</TABLE>
NOTE G - COMMITMENTS AND CONTINGENCIES
Contracts
Contracts generally contain time schedules for, among other things, commencement
of system operations and the installation of terminals, as well as detailed
performance standards. The Company is typically required to furnish substantial
bonds to secure its performance under these contracts. In addition to other
possible consequences, including contract termination, failure to meet specified
deadlines or performance standards could trigger substantial penalties in the
form of liquidated damage assessments. Many of the Company's contracts permit
the customer to terminate the contract at will and do not specify the
compensation, if any, that the Company would be entitled were such a termination
to occur.
<PAGE> 63
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Legal Matters
As previously reported, J. David Smith, a former sales manager of the Company,
was convicted in the New Jersey U.S. District Court in October of 1996 of
receiving kickbacks for his personal benefit from consultants to the Company.
In October 1998, Mr. Smith was sentenced to a prison term which he is currently
serving, and he was fined and ordered to pay restitution to the Company. The
charges brought against Mr. Smith did not allege any wrongdoing on the part of
the Company. In November 1998, the New Jersey U.S. Attorney's Office, which had
brought the charges against Mr. Smith, advised the Company that the Company was
not then the subject or target of any ongoing grand jury investigation by that
office. In a related matter the previously reported civil damages suit brought
by Joseph LaPorta (one of the consultants who was indicted along with J. David
Smith but was found not guilty) against GTECH and one of its former Co-Chairmen
was dismissed by the court by summary judgement in September 1999.
In 1995, the Texas U.S. Attorney's Office also issued grand jury document
subpoenas to the Company, with which the Company complied, and the Company has
not received any further subpoenas or requests for information since that time.
In February 1999, a witness appearing before the Moriarty Tribunal, an
investigative body convened by the Irish Parliament and chaired by Mr. Justice
Moriarty to investigate the business affairs generally of former Taoiseach
(Prime Minister) of Ireland Charles Haughey, testified that in February 1993
Guy B. Snowden, then Chief Executive Officer of the Company, had invested
pounds sterling 67,000 (approximately $100,000) of his personal funds in a
company owned by Mr. Haughey's son. Mr. Haughey had resigned as Taoiseach in
February 1992. In July 1992, the An Post Irish National Lottery Company, the
Irish lottery authority (the "NLC"), issued a Request for Proposals respecting
online and instant ticket lottery goods and services, and in September 1992 the
Company, which was the then incumbent provider of lottery goods and services to
the NLC under an agreement awarded to the Company in 1987, submitted a Proposal
to the NLC in response to the NLC's Request for Proposals. In November 1992,
the NLC selected the Company to provide online and instant ticket goods and
services to the NLC under the terms of the competitive procurement and,
following negotiations, a definitive agreement was entered into between the NLC
and the Company in March 1993. The Tribunal has requested that the Company
provide various documents regarding the Company's business in Ireland. The
Company is cooperating with the Tribunal. In addition, the Company has made its
own inquiry into the facts surrounding Mr. Snowden's investment and the extent,
if any, of the Company's involvement in or knowledge of that investment. The
Company's investigation has determined that no Company funds were used to make
Mr. Snowden's investment, and there is no information to suggest that Mr.
Snowden ever sought reimbursement for the investment from the Company. Further,
there is no information to suggest that Mr. Snowden informed anyone else at the
<PAGE> 64
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Company of his investment at the time or that his investment was related in any
way to the renewal of the Company's contract to supply systems and support to
the NLC. Mr. Snowden has advised the Company through counsel that (i) his
investment was a strictly personal one, (ii) the investment was made from his
personal funds, (iii) he never sought reimbursement for any portion of his
investment from the Company or any other entity, and (iv) his investment was not
related to the NLC and was not intended to and did not influence the NLC's
decision to renew the Company's contract.
No charges of wrongdoing have ever been brought against the Company by any grand
jury or other governmental authority.
The Company does not believe that it has engaged in any wrongdoing in connection
with these matters. However, since investigations are or may still be underway
and, investigations of this type customarily are conducted in whole or in part
in secret, the Company lacks sufficient information to determine with certainty
their existence or ultimate scope and whether the government authorities will
assert claims resulting from these or other investigations that could
implicate or reflect adversely upon the Company. Because the Company's
reputation for integrity is an important factor in its business dealings with
lottery and other governmental agencies, if government authorities were to
make an allegation of, or if there were to be a finding of, improper conduct on
the part of or attributable to the Company in any matter, such an allegation
or finding could have a material adverse effect on the Company's business,
including its ability to retain existing contracts and to obtain new or renewal
contracts. In addition, continuing adverse publicity resulting from these
investigations and related matters could have such a material adverse effect.
The Company monitors, and occasionally affirmatively becomes involved in,
litigation involving Indian gaming in states where such litigation may, directly
or indirectly, concern or call into question the legal rights and operations of
state lotteries to which the Company provides contract services. The purpose of
this effort is to protect state lottery interests, and thus the Company's
revenue streams, from service contracts. As previously publicly reported, one
such piece of litigation is Rumsey Indian Rancheria v. Wilson, currently pending
in the Ninth Circuit Court of Appeals on appeal from the U.S. District Court For
the Eastern District of California, which involves a suit by several California
Indian tribes against the State and Governor of California under the federal
Indian Gaming Regulatory Act ("IGRA"). The Indian Tribes claimed in the District
Court that certain elements of the California State Lottery (which is a customer
of the Company)("CSL") and the equipment on which it is run involve the
operation of slot machines and, therefore, under IGRA, the tribes also must be
permitted to operate slot machines. The State of California argued at times that
the CSL does not involve the operation of slot machines; however, the State at
times appeared to be taking the position that, if and to the extent the CSL does
involve the operation of slot machines, it must be terminated because the CSL is
not exempt from the California law prohibiting the operation of slot machines.
The Company filed amicus curiae briefs in the District Court arguing that the
CSL does not involve the operation of slot machines and that even if it does,
the CSL is exempt from the State law prohibition on slot machines. In September
1998, the District Court entered summary judgment
<PAGE> 65
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for the defendants, without addressing whether or not the CSL operates slot
machines. In October 1998, the Indian tribes appealed the District Court's
decision to the Ninth Circuit Court of Appeals. Since March 1999, the Ninth
Circuit has stayed briefing in the case, first pending the outcome of legal
action challenging California's first Indian gaming initiative, Proposition 5,
and then pending the outcome of another Indian gaming initiative, Proposition
1A, which was designed to eliminate the state constitutional problem that the
state Supreme Court found in Proposition 5. Proposition 1A has now passed, it
appears that no legal challenges to it have been filed, and briefing in Rumsey
remains stayed. Proposition 1A effectively legalizes the operation by Indian
tribes of various forms of gaming that are otherewise illegal in California,
subject to certain conditions that appear agreeable to most or all tribes. If
Proposition 1A is not challenged, or if it survives any challenge, it appears
likely that the Rumsey case will not again become active and may be voluntarily
dismissed by the tribes, thus eliminating any need for the Company to intervene
in the case. There can be no assurance that this will be the case, however, and
the Company intends to continue to monitor developments and may seek to
intervene in this litigation, if the Company deems it to be appropriate under
the circumstances.
In April 1999, the Company was served with a lawsuit entitled Pantaleon
Arellano, et.al. and Estelle Arellano v. The California State Lottery, et, al,
in California Superior Court (Orange County), which was filed in March, 1999. In
this action, plaintiffs are a brother and sister who claim to have purchased a
winning ticket in the California State Lottery's ("CSL's") April 8, 1998 Super
Lotto drawing. That drawing resulted in the award of a $102 million jackpot,
which was split evenly among three holders of tickets bearing the winning
numbers. Plaintiffs here claim to have purchased a ticket for that drawing with
the same winning numbers; the computer records of the Company and the CSL reveal
that the ticket plaintiffs hold was purchased after the close of sales for that
drawing, and after the winning numbers were announced. If plaintiffs had
purchased a winning ticket in the relevant drawing, they would have a claim
against the CSL for one-fourth of that jackpot amount, i.e., approximately $25.5
million. In their complaint, they attempt to state a claim against both the CSL
(and its Commission and the State of California) and the Company for $104
million, apparently their approximation of the full amount of the jackpot. They
also seek to have this amount trebled, alleging that the defendants' conduct in
denying plaintiffs' claim to the jackpot was racially motivated, and they seek
various other amounts, including emotional distress damages and attorney fees.
The Company believes that this complaint, and the allegations underlying the
complaint, are wholly without merit. The Company intends to defend itself
vigorously in these proceedings.
The Company also is subject to certain legal proceedings and claims which
management believes, on the basis of information presently available to it,
will not materially adversely affect the Company's consolidated financial
position or results of operations.
<PAGE> 66
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE H - STOCK OPTION AND PURCHASE PLANS
The Company has four stock option plans that provide for the granting of
incentive stock options and nonqualified stock options to officers and other key
employees of the Company and nonemployee members of the Company's Board of
Directors. All current outstanding options are nonqualified stock options. The
options granted under these plans are to purchase Common Stock at a price not
less than fair market value at the date of grant. The 1997 employee stock option
plan and 1999 Nonemployee Directors' Stock Option Plan are the only plans under
which stock options may still be granted. The Company is authorized to grant
options for up to 3,040,000 shares of Common Stock under these plans, and at
February 26, 2000, 2,038,000 options had been granted. Employee options
generally become exercisable ratably over a four-year period from date of grant
and expire 10 years after date of grant unless an earlier expiration date is set
at time of grant. Nonemployee director options are exercisable approximately
one year after date of grant and expire five years after date of grant. Both
employee and nonemployee directors' stock options are subject to possible
earlier exercise and termination in certain circumstances.
The Company has elected to continue to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations in accounting for the plans. Accordingly, no compensation
expense has been recognized. Had compensation expense for options granted under
the plans after February 25, 1995 been determined based on the estimated fair
value at the grant dates for awards under the plan, the Company's pro forma net
income and basic and diluted earnings per share for fiscal 2000, 1999 and 1998
would have been $89,936,000 and $2.48 and $2.48, respectively, $85,797,000 and
$2.09 and $2.09, respectively, and $25,267,000 and $.60 and $.60, respectively.
The fair value of options granted after February 25, 1995 under the plans was
estimated at the date of grant using a Black-Scholes option pricing model with
the following weighted-average assumptions for fiscal 2000, 1999 and 1998,
respectively: risk-free interest rates of 5.21%, 5.77% and 6.14%; volatility
factors of the expected market price of the Company's common stock of .35, .40,
and .28; and a weighted-average expected life of the option of 5.4 years, 5.3
years and 6.5 years. The Company did not assume a dividend yield for fiscal
2000, 1999 or 1998. Under these assumptions, the weighted-average fair value of
an option to purchase one share granted in fiscal 2000, 1999 and 1998,
respectively, was approximately $10, $15 and $13.
The Company's stock option activity and related information is summarized as
follows:
<TABLE>
<CAPTION>
Fiscal Year Ended
-------------------------------------------------------------------------------------------
February 26, 2000 February 27, 1999 February 28, 1998
----------------------------- ----------------------------- -------------------------
Weighted Weighted Weighted
Shares Average Shares Average Shares Average
Under Exercise under Exercise under Exercise
Options Price Options Price Options Price
----------- ------------- ------------ ------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 2,083,300 $ 29.255 1,501,550 $ 25.127 1,356,175 $ 23.462
Granted 1,075,500 24.794 1,012,500 34.044 252,000 32.392
Exercised (18,750) 16.875 (228,750) 22.295 (60,250) 18.043
Forfeited (315,875) 28.624 (202,000) 30.458 (46,375) 25.112
----------- ------------ ----------
Outstanding at end of year 2,824,175 $ 27.709 2,083,300 $ 29.255 1,501,550 $ 25.127
=========== ============ ==========
Exercisable at end of year 1,176,800 $ 26.617 890,550 $ 24.220 731,425 $ 23.063
</TABLE>
<PAGE> 67
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE H - STOCK OPTION AND PURCHASE PLANS - (CONTINUED)
Exercise prices for options outstanding under the plans are summarized as
follows:
<TABLE>
<CAPTION>
Weighted Average
----------------------- Weighted
Remaining Average
Range of Options Contractual Exercise Options Exercise
Exercise Prices Outstanding Life (Years) Price Exercisable Price
----------------- ------------ ------------ -------- ----------- ---------
February 26, 2000
<S> <C> <C> <C> <C> <C>
$16.88 - $22.19 341,300 5.1 $ 18.590 326,300 $ 18.507
$24.06 - $25.31 961,500 8.9 24.919 - -
$25.69 - $35.28 1,521,375 6.9 31.518 850,500 29.729
--------- ---------
2,824,175 1,176,800
========= =========
February 27, 1999
$16.88 - $22.19 349,175 5.8 $ 18.400 348,300 $ 18.390
$25.69 - $35.28 1,734,125 7.9 31.441 542,250 27.965
--------- ---------
2,083,300 890,550
========= =========
</TABLE>
In July 1998 shareholders approved the GTECH Holdings Corporation 1998 Employee
Stock Purchase Plan (the "Plan") that allows substantially all full-time
employees to acquire shares of Common Stock through payroll deductions over
six-month offering periods (May 1 and November 1). The purchase price is equal
to 85% of the shares' fair market value on either the first or last day of the
offering period, whichever is lower. Purchases are limited to 10% of an
employee's salary, up to a maximum of $25,000 per calendar year. The Plan
expires upon the earlier of July 31, 2003 or the date the shares provided by the
Plan have been purchased. A total of 750,000 treasury shares are available for
purchase under the Plan. At February 26, 2000, 106,203 shares of Common Stock
had been issued under the Plan.
NOTE I - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------------------------
February 26, 2000 February 27, 1999 February 28, 1998
----------------- ----------------- -----------------
(Dollars and shares in thousands, except per share amounts)
<S> <C> <C> <C>
Numerator:
Net income $ 93,585 $ 89,063 $ 27,214
Denominator:
Weighted average shares - Basic 36,217 40,957 41,887
Effect of dilutive securities:
Employee stock options 43 188 342
----------------- --------------- ----------------
Weighted average shares - Diluted 36,260 41,145 42,229
================= =============== ================
Basic earnings per share $ 2.58 $ 2.17 $ .65
================= =============== ================
Diluted earnings per share $ 2.58 $ 2.16 $ .64
================= =============== ================
</TABLE>
<PAGE> 68
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE J - INCOME TAXES
The components of income before income taxes were as follows:
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------------------
February 26, 2000 February 27, 1999 February 28, 1998
----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
United States $ 93,848 $ 51,773 $ 4,883
Foreign 62,129 99,181 39,730
----------------- ---------------- -----------------
$ 155,977 $ 150,954 $ 44,613
================= ================ =================
</TABLE>
Significant components of the provision for income taxes were as follows:
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------------------
February 26, 2000 February 27, 1999 February 28, 1998
----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
Current:
Federal $ 12,375 $ 3,135 $ 17,254
State 5,780 4,448 5,154
Foreign 42,484 44,440 19,178
----------------- ---------------- -----------------
Total Current 60,639 52,023 41,586
----------------- ---------------- -----------------
Deferred:
Federal $ (129) $ 14,216 $ (21,504)
State 107 2,521 (2,683)
Foreign 1,775 (6,869) --
----------------- ---------------- -----------------
Total Deferred 1,753 9,868 (24,187)
----------------- ---------------- -----------------
Total Provision $ 62,392 $ 61,891 $ 17,399
================= ================ =================
</TABLE>
Significant components of the Company's deferred tax assets and liabilities were
as follows:
<TABLE>
<CAPTION>
February 26, 2000 February 27, 1999
----------------- -----------------
(Dollars in thousands)
<S> <C> <C>
Deferred tax assets:
Special charge $ -- $ 8,104
Accruals not currently deductible for tax purposes 14,034 16,177
Cash collected in excess of revenue recognized 5,398 7,643
Inventory reserves 2,788 1,806
Other 5,578 2,738
----------------- -----------------
27,798 36,468
Deferred tax liabilities:
Depreciation (15,553) (21,666)
Other (3,129) (3,933)
----------------- -----------------
(18,682) (25,599)
----------------- -----------------
Net deferred tax assets $ 9,116 $ 10,869
================= =================
</TABLE>
<PAGE> 69
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE J - INCOME TAXES-(CONTINUED)
Undistributed earnings of foreign subsidiaries, excluding accumulated net
earnings of foreign subsidiaries that, if remitted, would result in little or no
additional tax because of the availability of foreign tax credits, amounted to
$5,600,000 at February 26, 2000. These earnings reflect full provision for
foreign income taxes and are intended to be indefinitely reinvested in foreign
operations. United States taxes that would be payable upon the remittance of
these earnings are estimated to be $560,000.
The effective income tax rate on income before income taxes differed from the
statutory federal income tax rate for the following reasons:
<TABLE>
<CAPTION>
Fiscal Year Ended
-------------------------------------------------------------
February 26, 2000 February 27, 1999 February 28, 1998
----------------- ----------------- -----------------
<S> <C> <C> <C>
Federal income tax using statutory rate 35.0% 35.0% 35.0%
State taxes, net of federal benefit 2.5 3.0 3.6
Equity in earnings of unconsolidated
affiliates .4 -- 3.2
Nondeductible expenses 1.7 1.6 4.2
Goodwill 1.1 1.1 3.7
Tax credits (1.0) (.8) (6.5)
Other .3 1.1 (4.2)
----------------- ----------------- -----------------
40.0% 41.0% 39.0%
================= ================= =================
</TABLE>
NOTE K - TRANSACTIONS WITH RELATED PARTIES
Sales of products and services to Camelot and the other members of the U.K.
lottery consortium were $53,355,000 in fiscal 1998. In April 1998, the Company
sold its 22.5% equity interest in Camelot (See Note E).
Sales of products and services to LTE were $3,598,000, $4,155,000 and $3,907,000
in fiscal 2000, 1999 and 1998, respectively. At February 26, 2000 and February
27, 1999, the Company had receivables of $682,000 and $278,000, respectively,
from LTE.
Sales of products and services to Uthingo were $41,845,000 in fiscal 2000. At
February 26, 2000 the Company had trade receivables of $12,092,000 and loans
receivable of $9,151,000 from Uthingo.
At February 26, 2000 and February 27, 1999, the Company had a note receivable
from Full House of $3,000,000. The note was interest free until January 25, 1998
and interest bearing thereafter at the prime rate. Interest is payable monthly.
The principal balance of the note is due on January 25, 2001.
The Company paid rent of $3,510,000, $2,612,000 and $2,612,000 to West Greenwich
Technology Associates Limited Partnership (that is 50% owned by the Company and
50% owned by an unrelated third party), in fiscal 2000, 1999 and 1998,
respectively, for the Company's West Greenwich, Rhode Island corporate
headquarters and research and development and main production facility. The
agreement calls for rent payments to escalate to $3,531,000 beginning March 1,
2004.
<PAGE> 70
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE L - LEASES
The Company leases certain facilities, equipment and vehicles under
noncancelable operating leases that expire at various dates through fiscal 2014.
Certain of these leases have escalation clauses and renewal options ranging from
one to 10 years. The Company is required to pay all maintenance, taxes and
insurance relating to its leased assets.
Future minimum lease payments, by year and in the aggregate, under noncancelable
operating leases with initial terms greater than one year, consist of the
following at February 26, 2000:
<TABLE>
<CAPTION>
Fiscal Year (Dollars in thousands)
-----------
<S> <C>
2001 $ 28,682
2002 26,837
2003 17,791
2004 14,334
2005 12,620
Thereafter 50,199
---------------
Total minimum lease payments $ 150,463
===============
</TABLE>
Rental expense for operating leases was $28,659,000, $28,358,000 and $28,937,000
for fiscal 2000, 1999 and 1998, respectively.
NOTE M - EMPLOYEE BENEFITS
The Company has two defined contribution 401(k) retirement savings and profit
sharing plans (the "Plans") covering substantially all full-time employees in
the United States and the Commonwealth of Puerto Rico. Under these Plans, an
eligible employee may elect to defer receipt of a portion of base pay each year.
The Company contributes this amount on the employee's behalf to the Plans and
also makes a matching contribution equal to 50% of the amount that the employee
has elected to defer, up to a maximum matching contribution of 2 1/2% of the
employee's base pay. The Company, at its discretion, may contribute additional
amounts to the Plans on behalf of employees based upon its profits for a given
fiscal year. Participants are 100% vested at all times in their entire account
balance in the Plans. Benefits under the Plans generally will be paid to
participants upon retirement or in certain other limited circumstances. In
fiscal 2000, 1999 and 1998, the Company recorded expense under these Plans of
$5,840,000, $7,070,000 and $5,706,000, respectively.
The Company has a defined contribution Supplemental Retirement Plan that
provides additional retirement benefits to certain key employees. The Company,
at its discretion, may contribute additional amounts to this plan on behalf of
such key employees equal to the percentage of profit sharing contributions
contributed for the calendar year multiplied by the key employees' compensation
(as defined) for such year. In fiscal 2000, 1999 and 1998 the Company recorded
expense under this plan of $275,000, $415,000 and $952,000, respectively.
<PAGE> 71
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE N - BUSINESS SEGMENT AND GEOGRAPHIC DATA
The Company presently has one reportable segment, the Lottery segment, which
provides online, high speed, highly secured transaction processing systems to
the worldwide lottery industry. The accounting policies of the Lottery segment
are the same as those described in the summary of significant accounting
policies. Executive management of the Company evaluates segment performance
based on net operating profit after income taxes. All other revenues (as
reported below) principally comprise revenues from the Company's Transactive and
Dreamport subsidiaries (See Note P for additional information regarding the
Company's Transactive subsidiary).
The Company's business segment data is summarized below:
<TABLE>
<CAPTION>
February 26, 2000 Lottery All Other Consolidated
- ----------------- ------------ ------------ ------------
(Dollars in thousands)
OPERATING DATA:
<S> <C> <C> <C>
Revenues from external sources $ 932,277 $ 78,521 $1,010,798
Net operating profit (loss) after income taxes 119,012 (3,833) 115,179
Interest income 1,893 1,616 3,509
Equity in earnings (losses) of unconsolidated affiliates (1,118) 3,961 2,843
Depreciation and amortization 165,992 19,384 185,376
BALANCE SHEET DATA (AT END OF PERIOD):
Segment assets 804,741 86,282 891,023
Investment in and advances to
unconsolidated affiliates 9,083 16,815 25,898
CASH FLOW DATA:
Capital expenditures 126,135 2,483 128,618
February 27, 1999
- -----------------
OPERATING DATA:
Revenues from external sources $ 873,984 $ 98,939 $ 972,923
Net operating profit after income taxes 110,846 2,456 113,302
Interest income 3,065 1,014 4,079
Equity in earnings of unconsolidated affiliates 2,791 4,322 7,113
Depreciation and amortization 187,736 11,585 199,321
BALANCE SHEET DATA (AT END OF PERIOD):
Segment assets 786,006 88,209 874,215
Investment in and advances to
unconsolidated affiliates 68 10,733 10,801
CASH FLOW DATA:
Capital expenditures 114,209 6,989 121,198
February 28, 1998
- -----------------
OPERATING DATA:
Revenues from external sources $ 929,191 $ 61,376 $ 990,567
Net operating profit (loss) after income taxes 120,689 (9,995) 110,694
Interest income 3,763 1,970 5,733
Equity in earnings of unconsolidated affiliates 21,369 3,007 24,376
Depreciation and amortization 189,168 15,600 204,768
BALANCE SHEET DATA (AT END OF PERIOD):
Segment assets 955,878 67,934 1,023,812
Investment in and advances to
unconsolidated affiliates 52,593 12,215 64,808
CASH FLOW DATA:
Capital expenditures 257,806 25,736 283,542
</TABLE>
<PAGE> 72
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE N - BUSINESS SEGMENT AND GEOGRAPHIC DATA-(CONTINUED)
The following is a reconciliation of net operating profit after income taxes to
net income as reported on the consolidated income statements:
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------------
February 26, 2000 February 27, 1999 February 28, 1998
----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
Net operating profit after income taxes $ 115,179 $ 113,302 $ 110,694
Reconciling items, net of tax:
Interest expense (17,419) (16,169) (18,490)
Special charge 662 (8,850) (60,623)
Other (4,837) 780 (4,367)
----------------- ----------------- -----------------
Net income $ 93,585 $ 89,063 $ 27,214
================= ================= =================
</TABLE>
The Company's geographic data is summarized below:
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------------
February 26, 2000 February 27, 1999 February 28, 1998
----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
Revenues from external sources:
United States $ 530,193 $ 570,548 $ 622,244
Brazil 117,639 118,611 88,589
Other foreign 362,966 283,764 279,734
----------------- ----------------- -----------------
$ 1,010,798 $ 972,923 $ 990,567
================= ================= =================
</TABLE>
Revenues are attributed to countries based on the location of the customer.
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------------------------
February 26, 2000 February 27, 1999 February 28, 1998
----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
Systems, equipment and other assets
relating to contracts:
United States $ 216,498 $ 260,585 $ 297,861
Brazil 58,104 63,015 150,301
Other foreign 101,316 73,961 78,694
----------------- ----------------- -----------------
$ 375,918 $ 397,561 $ 526,856
================= ================= =================
</TABLE>
For fiscal 2000 and 1999 the aggregate revenues from Caixa Economica Federal in
Brazil represented 10.7% and 11.2% of the Company's consolidated revenues,
respectively. For fiscal 1999 and 1998, the aggregate revenues from the state of
Texas represented 10.6% and 14.2% of the Company's consolidated revenues,
respectively. No other customer accounted for more than 10% of the consolidated
revenues in such years.
<PAGE> 73
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE O - FINANCIAL INSTRUMENTS
Cash and cash equivalents
Cash equivalents are stated at cost that approximates fair value.
Debt
The carrying amounts of the Company's borrowings under the Credit Facility
approximate fair value due primarily to its variable interest rate
characteristics and its short-term tenure. At February 26, 2000, the estimated
fair value of the Senior Notes as determined by an independent investment banker
approximated $293,942,000.
Foreign Currency Exchange Contracts
At February 26, 2000, the Company had contracts for the sale of foreign currency
of $87,749,000 (primarily Spanish pesetas, South African rand, and Irish punts)
and the purchase of foreign currency of $66,675,000 (primarily pounds sterling),
compared to contracts for the sale of foreign currency of $80,296,000 (primarily
Spanish pesetas, Mexican pesos and Brazilian reals) and the purchase of foreign
currency of $71,085,000 (primarily pounds sterling) at February 27, 1999. The
fair values of the Company's foreign currency exchange contracts are estimated
based on quoted market prices of comparable contracts, adjusted through
interpolation when necessary for maturity differences. In the aggregate, the
carrying value of these contracts approximated fair value at February 26, 2000
and February 27, 1999.
The Company had minimal exposure to loss from nonperformance by the
counterparties to its forward exchange contract agreements at the end of fiscal
2000, and does not anticipate nonperformance by counterparties in the periodic
settlements of amounts due. The Company currently minimizes this potential for
risk by entering into forward exchange contracts exclusively with major,
financially sound counterparties, and by limiting exposure with any one
financial institution.
Interest Rate Swaps
The Company uses various interest rate hedging instruments to reduce the risk
associated with future interest rate fluctuations. In February 2000, the Company
entered into two interest rate swaps with an aggregate notional amount of
$150,000,000 that provide interest rate protection over the period February 25,
2000 to May 15, 2007. The swaps effectively entitle the Company to receive
payments of 7.87% from the financial institutions that are counterparties to the
swaps and make interest payments of LIBOR plus 53 basis points to the financial
institutions. The fair value of the swaps at February 26, 2000 is approximately
$122,000.
NOTE P - SPECIAL CHARGE
In the fourth quarter of fiscal 1998, the Company recorded a $99,382,000 special
charge ($60,623,000 after-tax, or $1.45 per basic share; $1.44 per diluted
share). The special charge consisted principally of costs to exit the electronic
benefit transfer (EBT) business conducted by the Company's Transactive
subsidiary ("Transactive"). In addition, the special charge included costs
associated with a worldwide workforce reduction, contractual obligations in
connection with the departures of the Company's former Chairman and Vice
Chairman from the Company and asset impairment charges relating to two of the
Company's lottery contracts.
In February 1998, the Company entered into an asset purchase agreement with
Citicorp Services, Inc. ("Citicorp"), to sell EBT contracts and certain related
assets held by Transactive. In July 1998, the United States Department of
Justice commenced a legal action seeking to enjoin the consummation of the
transaction, on antitrust grounds and in January 1999 Citicorp terminated the
agreement pursuant to a clause in the contract that permitted termination by
either party if the closing did not occur within a timeframe that has expired.
As a result, the Company recorded an additional special charge of $15,000,000
($8,850,000 after-tax, or $.22 per basic and diluted share) in the fourth
<PAGE> 74
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
quarter of fiscal 1999 in order to write down the assets held for sale in
connection with this transaction to their net realizable value. Those assets
consisted primarily of EBT contract assets.
<PAGE> 75
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE P - SPECIAL CHARGE-(CONTINUED)
A summary of the special charge activity is as follows:
<TABLE>
<CAPTION>
Disposition Worldwide Executive Asset
of EBT Workforce Contractual Impairment
Business Reduction Obligations Charges Other Total
----------- --------- ----------- ---------- ------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Special charge $ 43,556 $ 12,484 $ 17,950 $ 14,903 $ 10,489 $ 99,382
Cash expenditures (241) (204) (9,437) -- (2,281) (12,163)
Noncash charges (37,386) -- -- (15,098) (1,104) (53,588)
----------- -------- ----------- -------- -------- --------
Balance at
February 28, 1998 5,929 12,280 8,513 (195) 7,104 33,631
----------- -------- ----------- -------- -------- --------
Change in estimate 13,601 (2,948) (20) 2,604 1,763 15,000
Cash expenditures (3,662) (7,868) (8,493) (1,543) (4,539) (26,105)
Noncash charges (14,241) -- -- (866) (1,361) (16,468)
----------- -------- ----------- -------- -------- --------
Balance at
February 27, 1999 1,627 1,464 -- -- 2,967 6,058
Change in estimate (930) (37) -- 19 (156) (1,104)
Cash expenditures (697) (1,427) -- (19) (2,811) (4,954)
----------- -------- ----------- -------- -------- --------
Balance at
February 26, 2000 $ -- $ -- $ -- $ -- $ -- $ --
=========== ======== =========== ======== ======== ========
</TABLE>
NOTE Q - QUARTERLY RESULTS OF OPERATIONS - (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations for
fiscal 2000 and 1999:
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Fiscal year ended February 26, 2000:
Service revenues $ 211,158 $ 209,843 $ 221,093 $ 218,325
Sales of products 27,502 45,546 28,473 48,858
Gross profit 80,125 82,159 89,559 99,672
Net income 18,935 21,754 22,779 30,117
Basic earnings per share $ .50 $ .58 $ .65 $ .87
Diluted earnings per share $ .50 $ .58 $ .65 $ .87
Fiscal year ended February 27, 1999:
Service revenues $ 221,881 $ 224,582 $ 226,076 $ 214,856
Sales of products 10,398 8,952 25,599 40,579
Gross profit 75,679 78,199 87,753 79,680
Net income 18,679 21,848 26,476 22,060
Basic earnings per share $ .45 $ .53 $ .64 $ .55
Diluted earnings per share $ .45 $ .53 $ .64 $ .55
</TABLE>
Earnings per share are computed independently for each of the quarters
presented. Therefore, the sum of the quarterly basic and diluted earnings per
share in fiscal 2000 and the sum of the quarterly diluted earnings per share in
fiscal 1999 do not equal the total computed for the year.
<PAGE> 76
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
<PAGE> 77
PART III
INCORPORATED BY REFERENCE
The information called for by Item 10-- "Directors and Executive Officers of the
Registrant" (other than the information concerning executive officers set forth
after Item 4 herein), Item 11-- "Executive Compensation," Item 12-- "Security
Ownership of Certain Beneficial Owners and Management" and Item 13-- "Certain
Relationships and Related Transactions" of Form 10-K is incorporated herein by
reference Holdings' definitive proxy statement for its Annual Meeting of
Shareholders scheduled to be held in August 2000, which definitive proxy
statement is expected to be filed with the Commission not later than 120 days
after the end of the fiscal year to which this report relates.
<PAGE> 78
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statement Schedules and Exhibits:
Page(s)
(1) Report of Ernst & Young LLP, Independent Auditors
(2) Report of Price Waterhouse, Independent Accountants
The following consolidated financial statements of GTECH Holdings Corporation
and subsidiaries are included in Item 8:
Consolidated Balance Sheets at
February 26, 2000 and February 27, 1999
Consolidated Income Statements
Fiscal year ended February 26, 2000,
Fiscal year ended February 27, 1999, and
Fiscal year ended February 28, 1998
Consolidated Statements of Shareholders' Equity--
Fiscal year ended February 26, 2000,
Fiscal year ended February 27, 1999, and
Fiscal year ended February 28, 1998
Consolidated Statements of Cash Flows--
Fiscal year ended February 26, 2000,
Fiscal year ended February 27, 1999, and
Fiscal year ended February 28, 1998
Notes to Consolidated Financial Statements
SCHEDULES OMITTED:
All schedules are omitted as they are not applicable or the information is
shown in the financial statements or notes thereto.
<PAGE> 79
(3) EXHIBITS:
3.1 Restated Certificate of Incorporation of Holdings, as amended
(incorporated by reference to Exhibit 3.1 to the Form S-1 of Holdings and
GTECH Corporation ("GTECH"), Registration No. 33-31867 (the "1990 S-1").
3.2 Certificate of Amendment to the Certificate of Incorporation of Holdings
(incorporated by reference to Exhibit 3.2 to the Form S-1 of Holdings,
Registration No. 33-48264 (the "July 1992 S-1")).
+3.3 Amended and Restated By-Laws of Holdings.
4.1 Amended and Restated Credit Agreement, dated as of June 18, 1997, among
GTECH, certain lenders and Bank of Montreal, Banque Paribas, Fleet
National Bank, The Bank of Nova Scotia and BankBoston, N.A., as Co-Agents;
The Bank of New York, as Documentation Agent, and NationsBank, as
Administrative Agent (incorporated by reference to Exhibit 4.1 of
Holdings' 10-Q for the quarterly period ended May 31, 1997).
4.2 Amendment No. 1 to Amended and Restated Credit Agreement, dated as of
February 26, 1999, among GTECH, certain lenders, and Bank of Montreal,
Banque Paribas, Fleet National Bank, the Bank of Nova Scotia and Bank
Boston, NA, as Co-Agents; The Bank of New York, as Documentation Agent and
Nations Bank, as Administrative Agent (incorporated by reference to
Exhibit 4.2 of Holdings' 1999 10-K).
4.3 Note and Guarantee Agreement, dated as of May 15, 1997, among GTECH
Holdings and certain financial institutions (incorporated by reference to
Exhibit 4.2 of Holdings' 10-Q for the quarterly period ended May 31,
1997).
4.4 Amendment No. 1 to Note and Guarantee Agreement dated as of May 15, 1997,
dated as of February 22, 1999 (incorporated by reference to Exhibit 4.4 of
Holdings' 1999 10-K).
4.5 Specimen Form of certificate of Common Stock (incorporated by reference
to Exhibit 4.18 of the December 1992 S-1).
10.1 Amended and Restated Employment Agreement dated September 19, 1997 between
GTECH, Holdings and William Y. O'Connor (incorporated by reference to
Exhibit 10.1 of Holdings' 10-Q for the quarterly period ended August 30,
1997).*
10.2 First Amendment to Employment Agreement dated as of April 6, 1998 between
GTECH, Holdings and William Y. O'Connor. (incorporated by reference to
Exhibit 10.11 of Holdings' 1998 10-K).*
<PAGE> 80
10.3 Agreement dated January 15, 1999 by and between Steven P. Nowick and
Holdings. (incorporated by reference to Exhibit 10.4 of Holdings' 1999
10-K).*
10.4 Employment Severance Agreement and Release dated November 4, 1999 by and
among Holdings, GTECH and Thomas J. Sauser (incorporated by reference to
Exhibit 10 of Holdings' 10-Q for the quarterly period ended November 27,
1999).*
+10.5 Form of Agreement, relating to a potential change of control involving
Holdings, entered into between Holdings and, respectively, certain
members of senior management and a list of signatories to and dates of
such Agreements.*
+10.6 GTECH Corporation Executive Perquisites Program and list of
participants.*
10.7 Form of Executive Separation Agreement and Schedule of Recipients (form
of Executive Separation Agreement incorporated by reference to Exhibit
10.18 of Holdings' 1996 10-K).*
+10.8 Supplemental Retirement Plan effective January 1, 1992 and list of
participants.*
10.9 Contract for the Texas Lottery Operator for the State of Texas between
GTECH and the Texas Comptroller of Public Accounts -- Lottery Division,
dated March 7, 1992 (available through the Public Reference Branch of
the Securities and Exchange Commission, Washington, D.C.).
10.10 Amendment to the Contract for the Texas Lottery Operator for the State
of Texas between GTECH and the Texas Comptroller of Public Accounts --
Lottery Division, dated June 1, 1994 (incorporated by reference to
Exhibit 10 of Holdings, 10-Q for the quarterly period ended May 25,
1996).
10.11 Second Amendment to the Contract for the Texas Lottery Operator for the
State of Texas between GTECH and the Texas Comptroller of Public
Accounts -- Lottery Division, dated May 28, 1996 (incorporated by
reference to Exhibit 10.1 to the Form S-3 of Holdings, Registration No.
333-3602).
+10.12 Agreement between Caixa Economica Federale and RACIMEC Informatica
Brasileira S.A. (predecessor to GTECH Brasil Holdings, S.A.) respecting
the provision of goods and services for the Brazil National Lottery.
10.13 Amended and Restated Agreement of Limited Partnership by and among
GTECH, GP Technology Associates, L.P. and GP Technology, Inc. dated
August 26, 1993; Certificate of Limited Partnership of West Greenwich
Technology Associates, L.P. dated August 26, 1993; Amended and Restated
Indenture of Lease between GTECH and West Greenwich Technology
Associates, L.P. dated August 26, 1993 (available through the Public
Reference Branch of the Securities and Exchange Commission, Washington,
D.C.).
<PAGE> 81
10.14 Business Agreement dated December 28, 1990 between Digital Equipment
Corporation and GTECH; Work Statement Number NED91188 dated March 11,
1991 to GTECH from Digital Equipment Corporation; First Addendum dated
March 19, 1991 to Digital Work Statement Number NED91188 dated March
11, 1991 to GTECH from Digital Equipment Corporation (incorporated by
reference to Exhibit 10.57 of the July 1992 S-1).
10.15 Maintenance Agreement Number 117A dated December 1, 1989, between
GTECH and Concurrent Computer Corporation (incorporated by reference
to Exhibit 10.58 of the July 1992 S-1).
10.16 1994 Stock Option Plan, as amended and restated (incorporated by
reference to Exhibit 10.1 of Holdings' 10-Q for the quarterly period
ended May 31, 1997).*
10.17 1996 Non-Employee Directors' Stock Option Plan, as amended
(incorporated herein by reference to Exhibit 10.2 of Holdings' 10-Q
for the quarterly period ended May 31, 1997).*
10.18 1997 Stock Option Plan (incorporated herein by reference to the
Appendix of Holdings' 1997 Notice of Annual Meeting and Proxy
Statement).*
10.19 Holdings' 1998 Non-Employee Directors' Stock Election Plan
(incorporated by reference to Exhibit 4.2 to the Form S-8 of Holdings,
Registration Number 333-5781).
10.20 Income Deferral Plan - 1998 (incorporated by reference to Exhibit 10
of the Holdings' 10-Q for the quarterly period ended November 28,
1998).*
10.21 1999 Non-Employee Directors' Stock Option Plan (incorporated by
reference to the Appendix of Holdings' 1999 Notice of Annual Meeting
and Proxy Statement).*
+10.22 Form of Non-Qualified Stock Option Agreement, between Holdings and
each of its Executive Officers (other than William Y. O'Connor),
respecting the grant of stock options under the 1994 and 1997 Stock
Option Plans.
+10.23 Form of Non-Qualified Stock Option Agreement, between Holdings and
William Y. O'Connor, respecting the grant of stock options under the
1994 and 1997 Stock Option Plans.*
10.24 Trust Agreement, dated December 18, 1998, by and between Holdings and
The Bank of New York, as Trustee, respecting the Income Deferral Plan
- 1998 (incorporated by reference to Exhibit 10.1 of the Holdings'
10-Q for the quarterly period ended November 28, 1998).*
+21.1 Subsidiaries of the Company.
+23.1 Consent of Ernst & Young, LLP.
<PAGE> 82
+23.2 Consent of Price Waterhouse.
+27.1 Fiscal 2000 Financial Data Schedule.
- --------------
+ Filed herewith.
* Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
Certain instruments defining the rights of holders of long-term debt have not
been filed pursuant to item 601(b)(4)(iii)(A) of Regulation SK. Copies of such
instruments will be furnished to the Commission upon request.
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the last quarter of the
fiscal year covered by this report.
<PAGE> 83
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in West Greenwich, Rhode Island, on
May 3, 2000.
GTECH HOLDINGS CORPORATION
By: /s/ William Y. O'Connor
----------------------------
William Y. O'Connor, Chairman of the Board and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ William Y. O'Connor Director, Chairman of the May 3, 2000
- ----------------------- Board, Chief Executive Officer
William Y. O'Connor (principal executive officer)
/s/ Jaymin B. Patel Senior Vice President & Chief May 3, 2000
- ------------------- Financial Officer (principal
Jaymin B. Patel financial officer)
/s/ Robert J. Plourde Vice President and Corporate May 3, 2000
- --------------------- Controller (principal accounting
Robert J. Plourde officer)
</TABLE>
<PAGE> 84
SIGNATURE TITLE DATE
/s/ Robert M. Dewey, Jr. Director May 3, 2000
- --------------------------------
Robert M. Dewey, Jr.
/s/ Burnett W. Donoho Director May 3, 2000
- --------------------------------
Burnett W. Donoho
/s/ The Rt. Hon. Lord Moore Director May 3, 2000
- --------------------------------
The Rt. Hon. Lord Moore
of Lower Marsh, P.C.
/s/ Lt. Gen. Emmett Paige, Jr. Director May 3, 2000
- --------------------------------
Lt. Gen. (Ret.) Emmett Paige, Jr.
/s/ Anthony Ruys Director May 3, 2000
- --------------------------------
Anthony Ruys
/s/ William Bruce Turner Director May 3, 2000
- --------------------------------
William Bruce Turner
<PAGE> 1
Exhibit 3.3
AMENDED AND RESTATED
BY-LAWS
OF
GTECH HOLDINGS CORPORATION
* * * * *
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be
in the City of Wilmington, County of New Castle/City of Dover, County of Kent,
State of Delaware, or such other address as the Board of Directors may by
resolution determine from time to time.
Section 2. Other Offices. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
Corporation may require.
Section 3. Books. The books of the Corporation may be kept
within or without of the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings. All meetings of
stockholders shall be held at such place, either within or without the State of
Delaware, on such date and at such time as may be determined from time to time
by the Board of Directors (or the Chairman or any Co-Chairman in the absence of
a designation by the Board of Directors).
Section 2. Annual Meetings. Annual meetings of stockholders
shall be held to elect the Board of Directors and transact such other business
as may properly be brought before the meeting.
Section 3. Special Meetings. Special meetings of stockholders
may only be called by the Chairman or the President and shall be called by the
Chairman, the President or the Secretary at the request in writing of a majority
of the total number of directors of the
1
<PAGE> 2
Exhibit 3.3
Corporation or the holders of record of a majority of the outstanding capital
stockholders of the Corporation entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings and Adjourned Meetings; Waivers
of Notice. (a) A written notice of stockholders' meetings shall be given which
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by the General Corporation Law of the State of Delaware as
the same exists or may hereafter be amended ("Delaware Law"), such notice shall
be given not less than 10 nor more than 60 days before the date of the meeting
to each stockholder of record entitled to vote at such meeting. Unless these
bylaws otherwise require, when a meeting is adjourned to another time or place
(whether or not a quorum is present), notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
(b) A written waiver of any such notice signed by the person
entitled thereto, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, and does so object, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.
Section 5. Quorum. Unless otherwise provided under the
certificate of incorporation or these bylaws and subject to Delaware Law, the
presence, in person or by proxy, of the holders of a majority of the outstanding
capital stock of the Corporation entitled to vote at a meeting of stockholders
shall constitute a quorum for the transaction of business.
Section 6. Voting. (a) Unless otherwise provided in the
certificate of incorporation and subject to Delaware Law, each stockholder shall
be entitled to one vote for each outstanding share of capital stock of the
Corporation held by such stockholder. Unless otherwise provided by Delaware Law,
the certificate of incorporation or these bylaws, in all matters other than the
election of directors (which shall be decided by plurality vote) the affirmative
vote of a majority of the outstanding capital stock of the Corporation shall be
the act of the stockholders; provided, however, that with respect to any matter
which has been approved by a majority of the total number of directors of the
Corporation, the affirmative vote of a majority of the shares of capital stock
present in person or represented by proxy at a meeting of stockholders and
entitled to vote on the matter shall be the act of the stockholders.
(b) Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to a corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date.
2
<PAGE> 3
Exhibit 3.3
Section 7. Action by Consent. (a) Unless otherwise provided in
the certificate of incorporation, and subject to the applicable rules of any
stock exchange on which any securities of the Corporation may be listed, any
action required to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting of stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding capital stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
(b) Every written consent shall bear the date of signature of
each stockholder who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless, within 60
days of the earliest dated consent delivered in the manner required by this
Section and Delaware Law to the Corporation, written consents signed by a
sufficient number of holders to take action are delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.
Section 8. Organization. At each meeting of stockholders, the
Chairman or any Co-Chairman or Vice Chairman of the Board, if one shall have
been elected (or if the members of the Board of Directors otherwise agree, any
director of the Corporation), shall act as chairman of the meeting. The
Secretary (or in his absence or inability to act, the person whom the chairman
of the meeting shall appoint secretary of the meeting) shall act as secretary of
the meeting and keep the minutes thereof.
Section 9. Order of Business. The order of business at all
meetings of stockholders shall be as determined by the chairman of the meeting.
At such meetings, each member of the Board of Directors shall be entitled to
present any matter for consideration and discussion.
ARTICLE III
DIRECTORS
Section 1. General Powers. Except as otherwise provided in
Delaware Law or the certificate of incorporation, the business and affairs of
the Corporation shall be managed by
3
<PAGE> 4
Exhibit 3.3
or under the direction of the Board of Directors.
Section 2. Number, Election and Term of Office. The number of
directors which shall constitute the whole Board shall be such number not less
than six and not more than twelve as shall be designated from time to time by
resolution of the Board. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors. The term of the initial Class I directors
terminated on the date of the 1993 annual meeting of stockholders; the term of
the initial Class II directors terminated on the date of the 1994 annual meeting
of stockholders; and the term of the initial Class III directors terminated on
the date of the 1995 annual meeting of stockholders. At each annual meeting of
stockholders beginning in 1993, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three year term. If the
number of directors is changed, any increase or decrease shall be apportioned by
the Board of Directors among the classes so as to maintain the number of
directors in each class as nearly equal as possible, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
A director shall hold office until the annual meeting for the year in which his
term expires and until his successor shall have been duly elected and qualified
or until such director's earlier death, resignation, retirement,
disqualification or removal from office. Directors need not be stockholders. No
person shall be eligible for election or reelection as a director of the Company
after he or she has reached the age of 72; provided, however, that this
limitation shall not prevent any director who is serving at such time he or she
reaches the age of 72 from continuing to serve for the remainder of his or her
then current term.
Section 3. Nomination of Directors. (a) Nominations for the
election of directors may be made by the Board of Directors, a committee
appointed by the Board or by a stockholder entitled to vote in the election of
directors. A stockholder entitled to vote in the election of directors, however,
may make such a nomination only if written notice of such stockholder's intent
to do so has been given, either by personal delivery or by United States mail,
postage prepaid, and received by the Corporation: (i) with respect to an
election to be held at an annual meeting or stockholders, not later than sixty
nor more than ninety days prior to the first anniversary of the preceding year's
annual meeting (or, if the date of the annual meeting is changed by more than
twenty days from such anniversary date, within ten days after the date the
Corporation mails or otherwise gives notice of the date of such meeting), and
(ii) with respect to an election to be held at a special meeting of stockholders
called for that purpose, within ten days after the date on which notice of the
special meeting was first mailed to stockholders of the Corporation.
(b) Each stockholder's notice of intent to make a nomination
shall set forth: (i) the name(s) and address(es) of the stockholder who intends
to make the nomination and of the person or person to be nominated, (ii) a
representation that the stockholder: (1) is a holder of record of stock of the
Corporation entitled to vote at such meeting, (2) will continue to hold such
stock through the date on which the meeting is held, and (3) intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice, (iii) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination is to be made by the
stockholder, (iv) such other information regarding each nominee proposed
4
<PAGE> 5
Exhibit 3.3
by such stockholder as would be required to be included in a proxy statement
filed pursuant to Regulation 14A promulgated under Section 14 of the Securities
Exchange Act of 1934, as amended, as now in effect or hereafter modified, had
the nominee been nominated by the Board of Directors; and (v) the consent of
each nominee to serve as a director of the Corporation if so elected. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the qualifications
of such person to serve as a director.
(c) The officer presiding at the meeting of stockholders may
declare invalid any nomination made by a stockholder which is not in compliance
with the foregoing procedure, and, in such case, any votes cast in the election
of directors for such person shall not be counted by the inspector(s) of
election.
Section 4. Quorum and Manner of Acting. General Provisions.
Unless the certificate of incorporation or these bylaws require a greater
number, a majority of the total number of directors shall constitute a quorum
for the transaction of business, and the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. When a meeting is adjourned to another time or place
(whether or not a quorum is present), notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Board of Directors may
transact any business which might have been transacted at the original meeting.
If a quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting, from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 5. Time and Place of Meetings. The Board of Directors
shall hold its meetings at such place, either within or without the State of
Delaware, and at such time as may be determined from time to time by the Board
of Directors (or the Chairman or any Co-Chairman or Vice Chairman in the absence
of a determination by the Board of Directors).
Section 6. Annual Meeting. The Board of Directors shall meet
for the purpose of organization, the election of officers and the transaction of
other business, as soon as practicable after each annual meeting of
stockholders, on the same day and at the same place where such annual meeting
shall be held. Notice of such meeting need not be given. In the event such
annual meeting is not so held, the annual meeting of the Board of Directors may
be held at such place either within or without the State of Delaware, on such
date and at such time as shall be specified in a notice thereof given as
hereinafter provided in Section 7 of this Article III or in a waiver of notice
thereof signed by any director who chooses to waive the requirement of notice.
Section 7. Regular Meetings. The place and time of regular
meetings of the Board of Directors shall be determined by the Board of
Directors. Notice of regular meetings of the Board of Directors shall be given
to each director at least seven days before the date of the meetings.
Section 8. Special Meetings. Special meetings of the Board of
Directors may be
5
<PAGE> 6
Exhibit 3.3
called by the Chairman or any Co-Chairman or Vice Chairman of the Board or the
President and shall be called by the Chairman or any Co-Chairman or Vice
Chairman of the Board, the President or the Secretary on the written request of
any director. Notice of such special meeting shall be given to each director at
least two days before the date of the meeting in such manner as is reasonably
determined by the Board of Directors.
Section 9. Meetings. At annual, special or regular meetings of
the Board of Directors, each director shall be entitled to present any matter
for consideration or discussion.
Section 10. Action by Consent. Unless otherwise restricted by
the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if all members of the Board consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board.
Section 11. Telephonic Meetings. Unless otherwise restricted
by the certificate of incorporation or these bylaws, members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.
Section 12. Resignation. Any director may resign at any time
by giving written notice to the Board of Directors or to the Secretary of the
Corporation. The resignation of any director shall take effect upon receipt of
notice thereof or at such later time as shall be specified in such notice; and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 13. Vacancies. (a) Unless otherwise provided in the
certificate of incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors elected by all
the stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the certificate
of incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of directors elected by such class
or classes or series thereof then in office, or by a sole remaining director so
elected, unless otherwise provided by the Certificate of Incorporation or
resolution or resolutions adopted by the Board of Directors.
(b) Each director so chosen shall hold office for a term that
shall coincide with the term of the class to which such director shall have been
elected, or until his earlier death, resignation or removal.
(c) If there are no directors in office, then an election of
directors may be held in accordance with Delaware Law.
(d) Unless otherwise provided in the certificate of
incorporation, when one or more directors shall resign from the Board, effective
at a future date, a majority of the directors
6
<PAGE> 7
Exhibit 3.3
then in office, including those who have so resigned, shall have the power to
fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in the filling of other vacancies.
Section 14. Removal. No director may be removed from office by
the stockholders except for cause with the affirmative vote of the holders of
not less than a majority of the total voting power of all outstanding Securities
of the corporation then entitled to vote generally in the election of directors,
voting together as a single class.
Section 15. Compensation. Unless otherwise restricted by the
certificate of incorporation or these bylaws, the Board of Directors shall have
authority to fix the compensation of directors, including fees and reimbursement
of expenses.
Section 16. Committees of Directors. The Board of Directors
may, by resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist to one or more of the directors of
the Corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or qualified member at any
meeting of the committee. Any such committee, to the extent provided in the
resolution, shall have and may exercise all of the powers and authority of the
Board of Directors and may authorize the seal of the Corporation to be affixed
to all papers which may require it, but no such committee shall have the power
or authority in reference to amending the certificate of incorporation (except
that a committee may, to the extent authorized in the resolution providing for
the issuance of shares of stock adopted by the Board of Directors, fix any
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
bylaws the Corporation; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep a record of its meetings and report the same to the
Board of Directors when requested.
7
<PAGE> 8
Exhibit 3.3
ARTICLE IV
OFFICERS
Section 1. Principal Officers. The principal officers of the
Corporation shall be a President, a Chairman, one or more Co-Chairman, one or
more Vice Chairmen, one or more corporate Vice Presidents, a Treasurer and a
Secretary who shall have the duty, among other things, to record the proceedings
of the meetings of stockholders and directors in a book kept for that purpose.
The Corporation may also have such other principal officers, including one or
more Controllers, as the Board may in its discretion appoint. One person may
hold the offices and perform the duties of any two or more of said offices,
except that no one person shall hold the offices and perform the duties of
President and Secretary.
Section 2. Election, Term of Office and Renumeration. The
principal officers of the Corporation shall be elected annually by the Board of
Directors at the annual meeting thereof. Each such officer shall hold office
until his successor is elected and qualified, or until his earlier death,
resignation or removal. Any vacancy in any office shall be filled in such manner
as the Board of Directors shall determine.
Section 3. Subordinate Officers. In addition to the principal
officers enumerated in Section 1 of this Article IV, the Corporation may have
one or more non-corporate Vice Presidents, Assistant Treasurers, Assistant
Secretaries and Assistant Controllers and such other subordinate officers,
agents and employees as the Board of Directors may deem necessary, each of whom
shall hold office for such period as the Board of Directors may from time to
time determine. The Board of Directors may delegate to any principal officer the
power to appoint and to remove any such subordinate officers, agents or
employees.
Section 4. Removal. Except as otherwise permitted with respect
to subordinate officers, any officer may be removed, with or without cause, at
any time, by the Board of Directors.
Section 5. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors (or to a principal officer if
the Board of Directors has delegated to such principal officer the power to
appoint and to remove such officer). The resignation of any officer shall take
effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 6. Powers and Duties. The officers of the Corporation
shall have such powers and perform such duties incident to each of their
respective offices and such other duties as may from time to time be conferred
upon or assigned to them by the Board of Directors.
8
<PAGE> 9
Exhibit 3.3
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right to Indemnification. The Corporation shall
indemnify, to the full extent permissible 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 Corporation, or while a director or officer of the Corporation is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines,
excise taxes and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding.
Section 2. Payment of Expenses in Advance. Expenses incurred
in defending an action, suit or proceeding referred to in Section 1 of this
Article V shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding in the manner and to the full extent
permissible under Delaware law upon request of any person requesting
indemnification under Section 1 of this Article V.
Section 3. Procedure. On the request of any person requesting
indemnification under Section 1 of this Article V or an advance under Section 2
of this Article V, the Board of Directors or a committee thereof shall determine
whether such indemnification or advance is permissible or such determination
shall be made by independent legal counsel if the Board or committee so directs
or if the Board or committee is not empowered by statute to make such
determination.
Section 4. Other Rights. The indemnification provided by these
bylaws shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any statute, agreement, vote of
stockholders or disinterested directors, or otherwise both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Without limiting the generality of the
foregoing, by action of the Board of Directors (notwithstanding the interest of
its members in the transaction) the Corporation may enter into agreements with
persons indemnified under this Article V and others providing for
indemnification of and advancement of expenses to such persons by the
Corporation either under the provisions of this Article V or otherwise, and, in
the event of any conflict between the provisions of this Article V and the
provisions of any such indemnification agreement, the provisions of such
indemnification agreement shall prevail.
Section 5. Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability asserted against him and incurred by him in any
9
<PAGE> 10
Exhibit 3.3
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of these bylaws.
Section 6. Effect; Benefit; Modification. The obligations of
the Corporation to indemnify and to advance expenses to a party under the
provisions of this Article V shall be in the nature of a contract between the
Corporation and each such party. No amendment or repeal of any provision of this
Article V shall alter, to the detriment of such party, the right of such party
to indemnification or the advancement of expenses with respect to any claim
based on an actual or alleged act or failure to act which took place prior to
such amendment, repeal or termination.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Fixing the Record Date. (a) In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than 60 nor less than 10 days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice or to vote at
a meeting of stockholders shall apply to any adjournment of the meeting;
provided that the Board of Directors may fix a new record date for the adjourned
meeting.
(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which date shall not be more than 10 days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. If no record date has been fixed by the Board of Directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by Delaware Law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested if no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by Delaware Law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
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<PAGE> 11
Exhibit 3.3
Directors adopts the resolution taking such prior action.
(c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors, may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.
Section 2. Dividends. Subject to limitations contained in
Delaware Law and the certificate of incorporation, the Board of Directors may
declare and pay dividends upon the shares of capital stock of the Corporation,
which dividends may be paid either in cash, in property or in shares of the
capital stock of the Corporation.
Section 3. Fiscal Year. The fiscal year of the Corporation
shall commence (i) on the day after the last Saturday of the month of February
in any particular calendar year and end on the last Saturday of the month of
February of the next succeeding calendar year or (ii) as otherwise determined by
the Board of Directors.
Section 4. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or otherwise reproduced.
Section 5. Voting of Stock Owned by the Corporation. The Board
of Directors may authorize any person, on behalf of the Corporation, to attend,
vote at and grant proxies to be used at any meeting of stockholders of any
corporation (except this Corporation) in which the Corporation may hold stock,
and on behalf of the Corporation to consent to any action by any such
corporation without meeting.
Section 6. Amendments. These bylaws or any of them, may be
altered, amended or repealed, or new bylaws may be made, by the stockholders
entitled to vote thereon at any annual or special meeting thereof or by the
Board of Directors.
11
<PAGE> 1
Exhibit 10.5
AGREEMENT
AGREEMENT, dated this _____ day of _________________, 199_, by and
between, ________________________ ("Executive") and GTECH HOLDINGS CORPORATION,
a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company wishes to assure itself of continuity of
management in the event of any actual or threatened "Change in Control" (as
defined below) of the Company; and
WHEREAS, the Company and the Executive desire to embody in a written
agreement the terms and conditions under which the Executive shall be employed
by the Company in the event of any actual or threatened Change in Control of the
Company;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:
Section 1. Definitions.
1.1 Act. "Act" means the Securities Exchange Act of 1934, as
amended to date.
1.2. Affiliate. "Affiliate" means any corporation which is a
subsidiary of the Company within the definition of "subsidiary corporation"
under Section 424(f) of the Code.
1.3. Board. "Board" means the Board of Directors of the Company.
1.4. Cause. "Cause" means (i) the Executive's engaging in serious
misconduct that is injurious to the Company, (ii) the Executive's having been
convicted of, or entered a plea of nolo contendere to a crime that constitutes a
felony, (iii) the breach by the Executive 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 (iv) abuse of illegal drugs or
other controlled substances, or habitual intoxication.
1.5. Change In Control. "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
<PAGE> 2
Exhibit 10.5
members of the Board at the beginning of such
twenty-four calendar month period, 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 Act, but
excluding the Company, any of its Affiliates, or any
employee benefit plan of the Company or any of its
Affiliates) is or becomes the "beneficial owner" (as
defined in Rule 13(d)(3) under the 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
effective date of such 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 30% or more of the 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 Act), other than the
Company, any of its Affiliates, or any employee
benefit plan of the Company or any of its Affiliates.
1.6. Code. "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.
1.7. Effective Date. "Effective Date" means the date on which a
Change in Control occurs. Anything in this Agreement to the contrary
notwithstanding, if a Change in Control occurs and if the Executive's employment
with the Company is terminated prior to the date on which the Change in Control
occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change in Control or (ii) otherwise
arose in connection with or in anticipation of a Change in Control, then for all
purposes of this Agreement, the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
1.8 Executive Perquisite Program. "Executive Perquisite Program"
means the Company's Executive Perquisite Program in effect on the date hereof,
as the same may be amended from time to time.
1.9 Non-Qualified Plans. "Non-Qualified Plans" means the Company's
Supplemental Retirement Plan in existence as of the date hereof, and any other
unfunded, non-qualified,
-2-
<PAGE> 3
Exhibit 10.5
deferred compensation, incentive compensation or retirement plan adopted by the
Company subsequent to the date hereof, and/or any successor plan or plans.
1.10. Option. "Option" means any option to purchase shares of Stock
granted to Executive pursuant to the Company's 1994 Stock Option Plan, as
amended from time to time, the Company's 1997 Stock Option Plan, as amended from
time to time, or any other stock option plan adopted by the Company.
1.11 Retirement Plan. "Retirement Plan" means the Company's
profit-sharing and 401(k) retirement plan which is qualified under Section
401(a) and 501(a) of the Code in existence as of the date hereof and any other
such plan adopted by the Company subsequent to the date hereof and/or any
successor plan or plans.
1.12. Stock. "Stock" means the Common Stock $.01 par value per
share of the Company.
1.13. Term of Employment. "Term of Employment" means the period
commencing on the Effective Date and ending on the earliest of:
(a) Executive's death or "Total Disability" (as defined
below);
(b) Termination of the Term of Employment pursuant to
Section 4 below;
(c) Three (3) years from the Effective Date.
Neither the expiration of the Term of Employment nor the termination of this
Agreement will relieve the Company of the obligation to provide Executive, in
accordance with the terms hereof, the payments, benefits and coverage to which
he has become entitled under this Agreement.
1.14. Total Disability. "Total Disability" shall mean permanent and
total disability as determined under the Company's long term disability program.
Section 2. Employment.
2.1. Capacity and Situs of Employment. The Company agrees to employ
Executive throughout the Term of Employment, during which (a) Executive's
position (including reporting relationships, status, offices and titles),
authority, duties and responsibilities shall be at least equal in all material
respects with the highest position, authority, duties and responsibilities held
by, exercised by and assigned to the Executive at any time during the six month
period immediately preceding the Change in Control, and (b) Executive's situs of
employment will be at the Company's executive headquarters in West Greenwich,
Rhode Island or such other situs (the "Other Situs") to which Executive may be
assigned prior to the Effective Date (the Company's executive headquarters or
the Other Situs, whichever is applicable to the Executive, is herein
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<PAGE> 4
Exhibit 10.5
referred to as the "Applicable Situs") or such other location within a fifty
(50) mile radius of the Applicable Situs (hereinafter referred to as the "Area")
to which the Applicable Situs be moved.
2.2. Services of the Executive. Executive agrees, subject to Sections
4.3 and 4.4 below, to remain in the Company's employ during the Term of
Employment, on the terms described in Section 2.1.
Excluding periods of vacation and sick leave to which Executive is
entitled, Executive agrees to devote substantially all of his attention, energy
and time during normal business hours to the business and affairs of the Company
and, to the extent necessary, to discharge responsibilities assigned to
Executive hereunder, to use his best efforts to perform such responsibilities
faithfully and efficiently. Executive may (a) serve on corporate, civic and
charitable boards or committees, (b) deliver lectures and fulfill speaking
engagements and (c) manage personal investments, so long as such activities do
not interfere with the performance of Executive's responsibilities. To the
extent that any such activities have been conducted by Executive prior to the
Change in Control, such prior conduct, and any subsequent conduct similar in
nature and scope, shall not be deemed to interfere with the performance of
Executive's responsibilities.
Section 3. Compensation and Benefits During the Term of Employment.
3.1. Compensation. The Company will pay as compensation to Executive
for his services as an employee during the Term of Employment:
(a) base annual salary at a rate equal to or greater than the
rate of base salary in effect for Executive immediately prior to the
Effective Date; plus
(b) for the year in which a Change in Control occurs, the
greater of (i) a bonus under the annual bonus plan(s) in effect as of
the Change in Control, calculated on the basis of the Company's
performance up to the Change in Control, and payable in accordance with
such plan(s) or (ii) an amount equal to the bonus paid to Executive
under the annual bonus plan(s) in effect for the year immediately
preceding the year in which the Change in Control occurs, payable in
accordance with the terms of such plan(s);
(c) in years subsequent to the year in which the Change in
Control occurs, an annual bonus which is equal to or greater than the
annual bonus paid in the year preceding the year in which the Change in
Control occurs, payable not later than provided for in the plan(s) in
effect for such preceding year.
3.2. Benefits. In addition, for his services as an employee during the
Term of Employment, Executive will receive all life, disability, accident and
group health insurance benefits, retirement, profit-sharing and deferred
compensation, and all other fringe benefits and payments under additional
benefit plans, including the Executive Perquisite Program, all in an
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<PAGE> 5
Exhibit 10.5
amount or with a value at least equal to those benefits being provided by the
Company to the Executive immediately prior to the Effective Date, including but
not limited to the following:
(a) Executive will participate fully in the Company's
Retirement Plan and Non-Qualified Plans with benefit accruals and
Company contributions for the benefit of Executive under all such
plans, and all other material provisions of such plans, being at least
the same as immediately prior to the Effective Date, or Company shall
pay to Executive annual cash payments in advance, each at least being
equal to the total value of such benefit accruals and Company
contributions under such plans for the last fiscal year of the Company
ending prior to the Effective Date;
(b) At no additional cost to Executive, Company shall continue
to provide coverage to Executive, together with his dependents and
beneficiaries, in all life insurance plans, accident and health plans,
Section 125 plans, and other welfare plans maintained or sponsored by
the Company, at a level and subject to terms which are at least as
favorable to Executive as the coverage provided immediately prior to
the Effective Date, or the Company shall pay to Executive the full
value thereof in cash annually in advance;
(c) Executive will participate fully in additional benefit
plans offered by the Company to executives immediately prior to or
after the Effective Date; and
(d) Executive will receive fringe benefits and job perquisites
(which shall not include any benefit referred to elsewhere in this
Section 3), including the Executive Perquisite Program, automobile in
accordance with the Company's Fleet Policy for Vice Presidents and
Corporate Officers as in effect as of the date hereof, paid vacation,
club memberships, applicable class travel, tax and financial statement
preparation assistance, paid financial assistance, executive physical
examinations, office, office furnishings and equipment and support
staff, at least equivalent to those provided to Executive immediately
prior to the Effective Date, as well as reimbursement, upon proper
accounting, of reasonable expenses and disbursements incurred by
Executive in the course of his duties.
3.3. Funding of Deferred Compensation Benefits. Contemporaneous with
the Change in Control, all benefits accrued by Executive under the terms of any
of the Company's Non-Qualified Plans shall become fully vested and the Company
shall immediately contribute to a rabbi trust for the benefit of the Executive
the full amount of all such accrued benefits. Not less frequently than
quarterly, the Company shall make additional contributions to the rabbi trust
equal to the full amount of any additional benefits accrued by Executive
pursuant to Section 3.2(a) hereof.
3.4. Acceleration of Vesting of Options. The Company hereby agrees that
on or prior to the date of a Change in Control any and all options awarded to
the Executive not previously
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<PAGE> 6
Exhibit 10.5
exercisable and vested shall become fully vested and exercisable. In addition,
in the event the Company decides to terminate any Options previously awarded to
the Executive pursuant to the applicable provisions of any stock option plan
adopted by the Company in connection with a corporate transaction (as that term
is described in Section 424(a) of the Code), the Company will give the Executive
not less than fourteen days' notice prior to any such termination and such
notice shall not be given until any and all Options previously awarded to
Executive shall have become fully vested and exercisable.
Section 4. Termination of Employment
4.1. Compensation Prior To Termination. During the year in which either
(i) the Executive's employment is terminated during the Term of Employment for
any reason, or (ii) the Executive resigns during the Term of Employment in
accordance with Section 4.3(b) below, notwithstanding any other provision of
this Agreement, the Company and the Executive hereby agree that the Executive
shall have the right to receive base salary, annual bonuses, contributions to
Retirement Plans and Non-Qualified Plans, gross-up payments made to cover tax
liabilities (to the extent provided in such plans), and all other compensation,
benefits and payments earned or paid with respect to the period prior to the
date of termination of employment, all such payments or contributions to be made
at the times provided for in such plans or in accordance with Company policy as
in effect immediately prior to the Effective Date, except as expressly provided
below. For purposes of this Section 4.1, the amount of the annual bonuses earned
and the amount of the contributions to the Retirement Plans and Non-Qualified
Plans earned (i) shall be at least equal to the amounts paid to, or contributed
on behalf of, the Executive for the year immediately preceding the year in which
the termination of the Executive's employment occurs which amounts shall be
prorated based on the number of days in the year in which the termination of the
Executive's employment occurs which have passed prior to the date of the
termination of the Executive's employment, and (ii) shall be paid or contributed
on behalf of the Executive not later than 10 days after the date of termination
of employment. Nothing in this Section 4.1 shall in any way alter the
Executive's right to receive all the payments and rights and benefits described
in Sections 4.2 and 4.3(a).
4.2. (a) Termination other than for Cause. In the event Executive's
employment is terminated by the Company during the Term of Employment for any
reason other than Cause, the Company will pay Executive, as liquidated damages,
a lump sum cash payment, payable within ten (10) days of his termination, equal
to two and ninety-nine hundredths (2.99) times the sum of (i) Executive's
current annual base salary in effect at the date of termination (including in
base salary for this purpose any elective salary reductions made by the
Executive and contributed by the Company on his behalf to the Company's
Retirement Plan, any Non-Qualified Plan, or a plan meeting the requirements of
Section 125 of the Code), plus (ii) the total cash bonus received by the
Executive from the Company during the most recent full fiscal year of the
Company pursuant to the Company's annual bonus plan(s), plus (iii) the maximum
amount allowable under the Executive Perquisite Program during the most recent
calendar year of the Company.
(b) Participation in Benefit Plans. In the event of a termination
described in Section 4.2(a) above, Executive, together with his dependents and
beneficiaries, will become fully vested in and continue following his
termination to participate fully in, at no additional cost to
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<PAGE> 7
Exhibit 10.5
Executive, all life insurance plans, accident and health plans and other welfare
plans, maintained or sponsored by the Company immediately prior to the
termination, at the same level and subject to terms at least as favorable to
Executive as in effect immediately prior to termination (or the full value
thereof in cash) from the Company, until the earlier of (a) the Executive's
eligibility for comparable benefit plans with another employer and (b) the third
anniversary of termination. Executive will also become fully vested in the
Retirement Plan, and all Non-Qualified Plans, and within thirty (30) days of
Executive's termination of employment, Company shall pay to Executive the sum of
(i) all benefits accrued under the Non-Qualified Plans and (ii) an amount equal
to 2.99 times the average benefit accrued and/or Company contributions made to
the Retirement Plan and the Non-Qualified Plans over the last three fiscal
years. In addition, the Company shall provide Executive with out-placement
service through a bona fide out-placement organization acceptable to Executive
that, at a minimum, agrees to supply Executive with out-placement counseling, a
private office and administrative support including telephone service until such
time that Executive secures suitable employment, not to be limited by Section
1.13 hereof.
4.3. Resignation By Executive - Constructive Termination.
(a) If Executive resigns during the Term of Employment in accordance
with Section 4.3(b) below, his employment will be deemed to have been terminated
by the Company for reasons other than Cause (and he will be deemed to have
offered to continue to provide services to the Company), and, notwithstanding
any provision herein to the contrary, he will be entitled to all the payments
and rights and benefits described in Sections 4.1 and 4.2, at the time provided
for therein.
(b) Executive may resign in accordance with this Section 4.3 upon the
occurrence of any of the following events (in each case, "Good Reason"):
(i) any reduction of, or failure to pay, Executive's base
annual salary or annual bonus in breach of Section 3.1 above;
(ii) any failure by the Company to provide the benefits
required by Section 3.2 above or to make any contribution to a rabbi
trust which might be due in accordance with Section 3.3 above;
(iii) assignment to Executive of any duties inconsistent in
any respect with his position (including the office to which he
reports, status, offices, and titles), authority, duties or
responsibilities as contemplated by Section 2.1 above or any other
action by the Company which results in a diminution of such position,
authority, duties or responsibilities;
(iv) as a result of the Change in Control and a change in
circumstances thereafter significantly affecting Executive's position,
including, without limitation, a change in scope of the business or
other activities for which he was responsible immediately prior to the
Change in Control, he has been rendered
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<PAGE> 8
Exhibit 10.5
substantially unable to carry out, or has been substantially hindered
in the performance of, any of the authority, duties or responsibilities
contemplated by Section 2.1 above;
(v) the failure of the Company after a Change in Control to
comply with and satisfy Section 7.1 or 7.2 below;
(vi) relocation by the Company of its principal executive
offices, or any event that causes Executive to have his principal
location of work changed, to any location outside the Area;
(vii) any requirement by the Company that Executive travel
away from his office in the course of his duties significantly more
than the number of consecutive days or aggregate days in any calendar
year than was required of him prior to the Change in Control; or
(viii) without limiting the generality or effect of the
foregoing any material breach of this Agreement by the Company or any
successor thereto or transferee of substantially all of the assets
thereof.
For purposes of this Agreement, any good faith determination of "Good Reason"
made by the Executive shall be presumptively correct.
(c) If Executive resigns during the Term of Employment in accordance
with Section 4.3(b) above, the Company shall have the right to request that the
Executive agree to remain as an employee of the Company during a transition
period of up to three months (the "Transition Period") and the Executive hereby
agrees that, if requested by the Company, he will remain as an employee of the
Company during the Transition Period. During the Transition Period, the Company
will continue to pay the Executive the Executive's base salary, annual bonus and
all other compensation and benefits on the same basis as such items were paid to
the Executive prior to his resignation.
4.4. Resignation by Executive. If Executive resigns during the Term of
Employment without Good Reason, the Executive shall have the right to receive
base salary, annual bonuses, contributions to Retirement Plans and all other
compensation and benefits earned during the calendar year of his resignation up
to the date of his resignation. For purposes of this Section 4.4, the amount of
the annual bonuses and the amount of the contributions to the Retirement Plan
shall be at least equal to the amounts paid to, or contributed on behalf of, the
Executive for the year immediately preceding the year in which the resignation
of the Executive occurs which amounts shall be prorated based on the number of
days in the year in which such resignation occurs which have passed prior to the
date of such resignation. In addition all vested Non-Qualified Plan benefits
shall be paid within thirty (30) days of resignation.
4.5. Termination for Cause. If Executive is dismissed by the Company
for Cause, he will not be entitled to the payments or benefits provided under
Section 4.2 hereof.
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<PAGE> 9
Exhibit 10.5
4.6. Dispute Resolution. All disputes between the parties to this
Agreement concerning the matters set forth herein shall be resolved exclusively
pursuant to the dispute resolution procedures of this Section 4.6. In
furtherance thereof, Executive or the Company, as the case may be, shall
initiate binding arbitration in Rhode Island before the American Arbitration
Association ("AAA") and under its rules by serving a notice to arbitrate upon
the other party hereto and AAA within 90 days of the occurrence of any dispute
hereunder that is unable to be resolved by negotiation between the parties. The
parties shall bear their respective costs in any such dispute resolution, except
that with respect to any such action initiated by the Executive, provided the
Executive initiates such action in good faith, the Company agrees (i) to pay the
costs and expenses (including fees of counsel to the Executive) of any such
arbitration or judicial proceeding, and (ii) to pay interest to Executive on any
amounts found to be due to Executive hereunder during any period of time that
such amounts are withheld pending arbitration and/or judicial proceedings. Such
interest will be at the base or prime rate most recently announced by Rhode
Island Hospital Trust National Bank (or its successor) prior to the commencement
of the arbitration or litigation. The Company and Executive agree that any
arbitration award shall be binding and may be enforced by any court of competent
jurisdiction.
4.7. Death or Total Disability of the Executive.
(a) If Executive dies or suffers a Total Disability during the Term of
Employment, then this Agreement shall terminate and the Company, its successors
and assigns shall be relieved and discharged of any and all obligations
whatsoever to make further payment to Executive pursuant to the terms of this
Agreement after the date of death or Total Disability of Executive, except as to
base salary earned for services actually rendered and vacation pay accrued prior
to the date of death or Total Disability of Executive.
(b) If Executive dies or suffers a Total Disability following a
termination of employment which entitled him to payments and benefits under this
Section 4 but prior to receipt of all such payments and benefits, his
beneficiary (as designated to the Company in writing) or, if none, his estate,
will be entitled to receive all unpaid amounts and benefits due under this
Agreement.
4.8. Enforcement of Rights. Termination of Executive's employment,
whether or not giving rise to payments or benefits under this Section 4, will
not in any way prevent Executive from enforcing rights to payments or benefits
under Section 3 relating to periods during which he was employed.
Section 5. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any payment
or distribution by the Company to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 5) (a "Payment") would be subject to the excise
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<PAGE> 10
Exhibit 10.5
tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed on the Payments.
(b) Subject to the provisions of Section 5(c), all determinations
required to be made under this Section 5, including whether and when a
Gross-Up Payment is required and the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by
Ernst & Young LLP or such other nationally recognized certified public
accounting firm as may be designated by the Executive (the "Accounting Firm")
which shall provide detailed supporting calculations both to the Company and
the Executive within 15 business days of the receipt of notice from the
Executive that there has been a Payment, or such earlier time as is requested
by the Company. In the event that the Accounting Firm is serving as accountant
or auditor for the individual, entity or group effecting the Change in
Control, the Executive shall appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm
shall then be referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by the Company. Any
Gross-Up Payment, as determined pursuant to this Section 5, shall be paid by
the Company to the Executive within five days of the receipt of the Accounting
Firm's determination. Any determination by the Accounting Firm shall be
binding upon the Company and the Executive. As a result of the uncertainty in
the application of Section 280G and Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments which will not have been made by the Company should
have been made ("Underpayment"), consistent with the calculations required to
be made hereunder. In the event that the Company exhausts its remedies
pursuant to Section 5(c) and the Executive thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount of
the Underpayment that has occurred and any such Underpayment shall be promptly
paid by the Company to or for the benefit of the Executive.
(c) The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Executive is informed
in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The Executive
shall not pay such claim prior to the expiration of the 30-day period following
the date on which he gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Company notifies the Executive in writing prior to the expiration of such
period that it desires to contest such claim, the Executive shall:
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<PAGE> 11
Exhibit 10.5
(i) give the Company any information reasonably requested
by the Company relating to such claim,
(ii) take such action in connection with contesting such
claim as the Company shall reasonably request in writing from time to
time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the
Company,
(iii) cooperate with the Company in good faith in order
effectively to contest such claim, and
(iv) permit the Company to participate in any proceedings
relating to such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 5(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.
(d) If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 5(c), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to the Company's
complying with the requirements of Section 5(c)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 5(c), a determination is made that
the Executive shall not be entitled to any refund with respect to such claim and
the Company does
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<PAGE> 12
Exhibit 10.5
not notify the Executive in writing of its intent to contest such denial of
refund prior to the expiration of 30 days after such determinative then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.
Section 6. Payment of Fees, Costs and Expenses.
It is the intent of the Company that the Executive not be required to
incur the expenses associated with the enforcement of his rights under this
Agreement by litigation or other legal action or arbitration proceeding because
the cost and expense thereof would substantially detract from the benefits
intended to be extended to the Executive hereunder. Accordingly, if Executive
determines in good faith that the Company has failed to comply with any of its
obligations under this Agreement or if the Company or any other person takes any
action to declare this Agreement void or unenforceable, or institutes any
litigation or arbitration proceeding designed to deny, or to recover from, the
Executive the benefits intended to be provided to the Executive under Section 6
hereof, the Company will promptly, upon request of the Executive in the event of
the likelihood of a Change in Control or upon a Change in Control, use its best
efforts to secure an irrevocable standby letter of credit (the "Letter of
Credit"), issued by Rhode Island Hospital Trust National Bank or another bank of
comparable or greater size (the "Bank") for the benefit of the Executive
providing that the fees and expenses of counsel selected from time to time by
the Executive pursuant to this Section 6 or in proceedings contemplated by
Section 4.6 shall be paid, or reimbursed to the Executive if paid by the
Executive, on a regular, periodic basis upon presentation by the Executive to
the Bank of a statement or statements prepared by such counsel in accordance
with its customary practices. The Company shall pay all amounts and take all
action necessary to maintain the Letter of Credit during the Term of Employment
and for one (1) year thereafter and if, notwithstanding the Company's complete
discharge of such obligations, such Letter of Credit shall be terminated or not
renewed, the Company shall use its best efforts to obtain a replacement
irrevocable letter of credit drawn upon a commercial bank selected by the
Company and reasonably acceptable to the Executive, upon substantially the same
terms and conditions as contained in the Letter of Credit, or any similar
arrangement which, in any case, assures the Executive the benefits of this
Agreement without incurring any cost or expense for enforcement against the
Company or the defense thereof.
Section 7. Merger or Acquisition.
7.1. Assumption of Obligations. If the Company is at any time before or
after a Change in Control merged, consolidated or reorganized into or with any
other corporation or other entity (whether or not the Company is the surviving
entity), or if substantially all of the assets of the Company are transferred to
another corporation or other entity, the entity arising from such merger,
consolidation or reorganization, or the acquirer of such assets, shall (by
agreement in form and substance satisfactory to Executive) expressly assume the
obligations of Company under this Agreement.
7.2. Executive's Rights to Benefits. In the event of any merger,
consolidation, reorganization or sale of assets described above, nothing
contained in this Agreement will detract
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<PAGE> 13
Exhibit 10.5
from or otherwise limit Executive's right to or privilege of participation in
any stock option or purchase plan or restricted stock plan or any bonus, profit
sharing, savings, pension, group insurance, hospitalization or other incentive
or benefit plan or arrangement which may be or become applicable to executives
of the corporation resulting from such merger or consolidation or the
corporation, acquiring such assets of the Company.
7.3. References. In the event of any merger, consolidation,
reorganization or transfer of assets described above, references to the Company
in this Agreement shall, unless the context suggests otherwise, be deemed to
include the entity resulting from such merger or consolidation or the acquirer
of such assets of the Company.
Section 8. Change in Control Following Certain Circumstances.
Notwithstanding any provision herein to the contrary, should a Change
in Control occur subsequent to Executive's death, Total Disability or retirement
from the Company, the remainder of any benefits owed under the terms of any
stock plans or other non-qualified deferred compensation plan, including
interest, shall be paid in full on the date of the Change in Control.
Section 9. Termination of this Agreement.
Either the Company or Executive may, by giving 60 days written notice
to the other party, terminate this Agreement as of the third or any subsequent
annual anniversary of the occurrence of a Change in Control.
Section 10. Withholding of Taxes.
All payments required to be made by the Company hereunder to Executive
or his dependents, beneficiaries or estate will be subject to the withholding on
such amounts relating to tax and/or other payroll deductions as may be required
by law.
Section 11. Amendment.
No amendment, change or modification of this Agreement may be made
except in a writing, signed by or on behalf of both parties.
Section 12. Miscellaneous.
12.1. Binding Effect. The provisions of this Agreement shall be binding
upon and shall inure to the benefit of Executive, his executors, administrators,
legal representatives and assigns, and the Company and its successors and
assigns.
12.2. Governing Law. The validity, interpretation and effect of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Rhode Island.
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<PAGE> 14
Exhibit 10.5
12.3. Severability. The invalidity or enforceability of any provision
of this Agreement shall not affect the validity of any other provision.
12.4. No Set-Off. There shall be no right of setoff or counterclaim, in
respect of any claim, debt or obligation, against any payments to Executive, his
dependents, beneficiaries or estate provided for in this Agreement, and nothing
in this Agreement shall relieve the Company of its obligations to Executive
under any other agreement, plan, contract or arrangement. Subject to Section
12.6 hereof, no right, benefit or interest hereunder shall be subject to
anticipation, alienation, sale, assignment, encumbrance, charge, pledge,
hypothecation or set-off in respect of any claim, debt or obligation, or to
execution, attachment, levy or similar process or assignment by operation of
law. Any attempt, voluntary or involuntary, to effect any action specified in
the immediately preceding sentence shall, to the full extent permitted by law,
be null, void and of no effect. In no event shall the Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and, except as otherwise provided in Section 4.2(b) hereof, such amounts shall
not be reduced whether or not the Executive obtains other employment.
Notwithstanding anything to the contrary in this Agreement, Executive shall
forfeit all future payments and benefits hereunder in the event that Executive
is determined, pursuant to procedures established in Section 4.6 hereof, to have
materially breached any written covenant or agreement between the Executive and
the Company prohibiting the disclosure of confidential information pertaining to
the Company or respecting competition or interference with the Company, provided
that the Company shall have given the Executive at least thirty (30) days prior
written notice of such breach and such breach shall not have been cured by the
end of such notice period.
12.5. Remedies. The Company and Executive agree that, because of the
unique nature of this Agreement, failure of either party to carry out or abide
by the obligations under this Agreement could cause irreparable injury;
accordingly, the parties agree that, in addition to any other remedies available
to either party, any such failure by either party to perform or abide by this
Agreement shall be subject to appropriate equitable remedies, including specific
performance and injunctive relief.
12.6. Assignability. No right or interest to or in any payments shall
be assignable by the Executive; provided, however, that this provision shall not
preclude him from designating one or more beneficiaries to receive any amount
that may be payable after his death and shall not preclude the legal
representative of his estate from assigning any right hereunder to the person or
persons entitled thereto under his will or, in the case of intestacy, to the
person or persons entitled thereto under the laws of intestacy applicable to his
estate. The term "beneficiaries" as used in this Agreement shall mean a
beneficiary or beneficiaries so designated to receive any such amount, or if no
beneficiary has been so designated, the legal representative of the Executive's
estate.
12.7. Counterparts; Headings; References. This Change in Control
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. The headings of the sections of this Agreement are inserted for
convenience only and shall not constitute a part hereof. References to
-14-
<PAGE> 15
Exhibit 10.5
the masculine or feminine gender (or to the singular or plural number) herein
shall mean the other such gender (or number), as appropriate.
12.8. Entire Agreement. This instrument contains the entire agreement
of the parties pertaining to the subject matter contained herein and supersedes
and is in lieu of any and all other arrangements pertaining to the subject
matter contained herein having effect as of the effective date. Nothing herein
shall be deemed to modify any existing obligations Executive may have with
respect to confidentiality, non-competition and similar obligations.
12.9. Notices. All notices given hereunder shall be in writing and
shall be delivered personally or sent by prepaid registered or certified mail,
return receipt requested, addressed as follows or to such other address as may
be provided by any party hereto to the other party:
If to the Company: GTECH Holdings Corporation
55 Technology Way
West Greenwich, RI 02817
Attention:
If to the Executive:
All notices shall be deemed to be given on the date received at the
address of the addressee, or if delivered personally, on the date delivered.
IN WITNESS WHEREOF, the Company and Executive have each caused this
Agreement to be duly executed and delivered as of the date set forth above.
ATTEST: GTECH HOLDINGS CORPORATION
By:
- ------------------------------- ----------------------------------
WITNESS:
- ------------------------------- ----------------------------------
-15-
<PAGE> 16
Exhibit 10.5
Signatories to Agreement Respecting Change of Control
<TABLE>
<CAPTION>
Executive Officers Dates
<S> <C>
Steven P. Nowick January 15, 1999
Thomas J. Sauser July 15, 1997
Donald Stanford July 29, 1997
Donald Sweitzer October 13, 1998
Jaymin B. Patel March 22, 2000
David J. Calabro April 14, 1999
Jean-Pierre Desbiens October 13, 1998
</TABLE>
<PAGE> 1
Exhibit 10.6
GTECH CORPORATION
Executive Perquisite Program
Benefit costs as a percent of payroll are significantly reduced at higher salary
levels. This reflects caps on such benefits as Social Security, long-term
disability, 401(k) programs, etc., and the flat costs of such coverage as
medical and dental insurance. In an effort to provide equal levels of benefits
to executives, despite these caps, GTECH is instituting the following Executive
Perquisite Program (E.P.P.). This program is available to all officers of the
Corporation (Vice President and above).
The E.P.P. will provide each covered executive with a pre-established dollar
amount with which he/she may select perquisites that best suit his/her needs in
this area.
This program will be administered by the Director Human Resources Administration
to ensure proper handling and financial reporting. Monies spent through the
E.P.P. will be added to the executives' W-2 at year end and that amount will be
grossed-up to alleviate any tax liability on the part of the executive.
Therefore, it is imperative that all reporting be extremely accurate.
The maximum amount available to an executive per calendar year will be $27,500.
Normally, if an executive becomes eligible for participation in the E.P.P.
during the plan year, the $27,500 maximum will be pro-rated for the number of
months of participation. The Chairman of the Board, the Vice Chairman or the
Chief Operating Officer may elect to waive the pro-rata. share during the first
year of eligibility.
The available E.P.P. funds may be spent on any combination of perquisites as
deemed appropriate by the executive. Also, the executive may wish to spend the
entire amount available on one particular item. Any funds not spent by the end
of the calendar year will be forfeited.
The Board of Director may elect to adjust the maximum amount available per
calendar year and add to the selection list of perquisites.
<PAGE> 2
Exhibit 10.6
PERK ACCOUNT PROCEDURE
In order to be reimbursed for perquisite expenses, the executive must submit
proof of payment (copy of a canceled check, credit card receipt, etc.) with the
request for reimbursement. If the executive prefers to have the vendor paid
directly, the invoice should be forwarded with the request to Human Resources.
The perquisite accounts will be monitored by Human Resources. All monies spent
through this program will be added to the executive's W-2 at year end and the
amount will be grossed-up to alleviate any personal tax liability.
The following is a list of perquisites choices for this calendar year. Available
funds may be spent on one item or on a combination of items.
INSURANCE
Disability Insurance
Life Insurance
Umbrella Personal Liability Insurance
Dependent/Spouse Life Insurance
Long Term Nursing Care Insurance
Split Dollar Life Insurance
Burial/Cemetery Insurance
Joint and Survivor Insurance
FINANCIAL
Financial Counseling
Interest on Company Loan
Individual Retirement Account
EDUCATION
Dependent Tuition
Matching Contributions to Educational Institutions
Unmatched Donations to Educational Institutions
Contribution for Uniform Gifts to Minors Act
HEALTH/FITNESS
Country/Athletic Club Initiation Fees
Country/Athletic/Health Club Dues
Vision and Hearing Care
Orthodontia
Quit Smoking Clinics
Home Health Fitness Equipment
Personal Trainer/Dietitian
<PAGE> 3
Exhibit 10.6
RECREATION
Concert, Ballet, Theater Subscriptions
Professional Sporting Event Tickets/Subscriptions
Yacht Club Dues and Fees
FAMILY CARE
Child Care Expenses (in non-GTECH facility)
Elder Care Expenses (in non-GTECH facility)
Senior Care
OTHER
Legal Counseling
First Class Air Travel/Spousal Travel
Leased Automobile
Security Device for Home
Charitable Contributions
Home Computer System
<PAGE> 4
Exhibit 10.6
EXECUTIVE PERQUISITES PROGRAM PARTICIPANTS
William Y. O'Connor
Steven P. Nowick
David J. Calabro
Stephen A. Davidson
Jean-Pierre Desbiens
Jaymin B. Patel
Donald L. Stanford
Donald R. Sweitzer
Jean-Marc Lafaille
William F. Middlebrook
Vino C. Mody
Cynthia A. Nebergall
William M. Pieri
Robert John Plourde
Fred Reis
<PAGE> 1
Exhibit 10.8
GTECH CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
GTECH Corporation has adopted this Supplemental Retirement Plan, effective
January 1, 1992, to provide supplemental retirement benefits under the
circumstances hereinafter set forth.
I. DEFINITIONS
Wherever used herein, the following terms shall have the meaning specified:
"Beneficiary" means a beneficiary or survivor of a deceased Participant
who is designated to receive benefits under the Plan after a
Participant's death. If no Beneficiary is designated or if a
designation is ineffective with respect to an Plan benefit, the
beneficiary of the Participant under the 401(k) Plan shall be the
Beneficiary for the Plan's death benefit.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" means the Chief Operating Officer, the Controller and the
General Counsel of the Company.
"Company" means GTECH Corporation and any successor thereto, whether by
acquisition of its stock or substantially all of its assets.
"Compensation" means, as of each April 1, an eligible employee's
previous calendar year's base salary minus the Code Section 401(a)(17)
maximum for that year (but not less than zero), the value of
perquisites provided during the previous calendar year and any bonus
and commissions earned during the previous corporate fiscal year.
"Plan" means the Supplemental Retirement Plan set forth in this
instrument, as amended from time to time.
"401(k) Plan" means the GTECH Corporation 401(k) and Profit Sharing
Plan, as amended from time to time.
"Participant" means an employee of the Company who satisfies the
requirements for participation, as hereinafter set forth.
Singular words shall include the plural, and masculine words shall include the
feminine, unless the context clearly indicates a distinction.
<PAGE> 2
Exhibit 10.8
II. ELIGIBILITY
An officer of the Company who is a participant in the 401(k) Plan shall be a
Participant. Participation in the Plan shall cease upon a Participant's
termination of employment with the Company.
III. SUPPLEMENTAL BENEFIT
3.1 Amount of Benefit
The gross benefit to be provided each Participant under the Plan shall
be an annual award equal to the percentage of 401(k) Plan compensation
contributed under the profit sharing provisions of the 401(k) Plan for the
calendar year which ended immediately prior to the year in which the award is
paid multiplied by each Participant's Compensation.
3.2 Payment
(a) Awards to Participants shall be contributed to the Plan by the end
of April each year net of required tax withholding. All funds contributed in
accordance with the foregoing provisions of the Plan shall be fully vested in
the Participants and shall be deposited to accounts established by the Company
with Fidelity Investments and invested in the available investment funds in such
proportions as the Participants shall direct. In addition to these amounts, each
Participant may contribute to the Plan such amounts of cash as shall be
delivered to the Company and designated as a contribution to the Plan in
January, April, July and October in each year. The Fidelity investment funds
available to the Participants under the Plan shall be in the same funds as are
offered to participants in the 401(k) Plan.
(b) Payment from a Participant's account in the Plan may be made by the
Company to the Participant in cash in January, April, July and October of each
year at the Participant's request. Upon termination of a Participant's
employment with the Company, the Company shall promptly sell the shares in the
Participant's account in the Plan and pay the Participant the cash received from
such sale. If a Participant dies before receiving his account in the Plan, the
balance of the account shall be paid to his Beneficiary.
IV. ADMINISTRATION
The Committee shall administer the Plan. The Committee shall have discretionary
authority to determine any question arising in connection with the
interpretation, application or administration of the Plan, and any determination
or decision of the Committee shall be conclusive and binding on all persons at
any time having or claiming to have any interest whatever under this Plan.
<PAGE> 3
Exhibit 10.8
V. MISCELLANEOUS
5.1 Amendment and Termination
The Company reserves the right at any time and from time to time to amend or
terminate this Plan by action of the Board; provided, however, that no amendment
or termination shall reduce benefits accrued under the Plan prior to the
adoption of the amendment or approval of termination and that Participants are
notified of such amendment or termination promptly. If the Plan is terminated,
benefits accrued through the date of termination will be paid in such manner and
at such time as they would have been paid if the Plan had not been terminated.
5.2 No Enlargement of Employment Rights
Nothing contained in the Plan shall be construed as a contract of employment
between the Company and an employee, or as a right of any employee to continued
employment with the Company, or as a limitation on the right of the Company to
discharge an employee with or without cause.
IN WITNESS WHEREOF, the Company has caused this document to be executed
as of January 1, 1992.
GTECH CORPORATION
By: /s/ Robert A. Breakstone
<PAGE> 4
Exhibit 10.8
List of Participants in Supplemental Retirement Plan
of GTECH Corporation (Fiscal Year 2000)
Calabro, David J.
Davidson, Stephen A.
Desbiens, Jean-Pierre
Middlebrook, William F.
Mody, Vino C.
Nebergall, Cynthia A.
Nowick, Steven P.
O'Connor William Y.
Patel, Jaymin B.
Pieri, William M.
Plourde, Robert J.
Reis, Fred
Stanford, Donald L.
Sweitzer, Donald R.
<PAGE> 1
Exhibit 10.12
CAIXA ECONOMICA
FEDERAL
AGREEMENT* FOR THE PROVISION OF SERVICES TO RENDER THE CAIXA ECONOMICA FEDERAL
LOTTERY SYSTEM OPERATIONAL IN ON-LINE, REAL TIME MODE, ENTERED INTO BY THE PARTY
OF THE FIRST PART, CAIXA ECONOMICA FEDERAL, AND THE PARTY OF THE SECOND PART,
THE JOINT VENTURE LED BY RACIMEC INFORMATICA BRASILEIRA S.A., PURSUANT TO THE
FOLLOWING:
By virtue of this instrument, the party of the first part, CAIXA ECONOMICA
FEDERAL, a financial institution in the form of a public company, created and
organized pursuant to the terms of Decree Law No. 759 of 8/12/69 and Decree No.
66,303 of 3/670, currently governed by the bylaws approved by Decree No. 99,531
of 9/17/90 registered with the C.G.C/M.F. [Ministry of Finance Tax Roll] under
number OO.360.305/0001-04, with head office at SBS, Quadra 4, Lote 34, Brasilia,
Federal District, hereby represented by its infrastructure Department Manager
(GEAST), hereinafter to be referred to as the CEF; and the party of the second
part, the joint venture lead by RACIMEC INFORMATICA BRASILEIRA S.A., with head
office at Praia do Botafogo, 228, 3(degree) pavimento, registered with the
C.G.C/M.F. under No. 33.643.305/0001-70, hereby represented by it Chairman, Mr.
ANTONIO CARLOS LINO DA ROCHA a Brazilian citizen, married, holder of R.G.
Identification Card No. 02.172.548-6, IFP and C.P.F. No. 098.425.197-91.
resident of and domiciled at Rua David Gebara 146, apto. 62, in the city of Sao
Paulo, SP, hereinafter to be referred to simply as the CONTRACTING PARTY; in
view of the authorization of the CEF Board of Directors, RD, Minutes No. 1306 of
12/26/96, proceeding No. 99.9807/93 - Competitive Bid N9. 001/94 - CPL/MZ have
duly agreed to provide services to render the Lottery systems of Caixa Economica
Federal operational in ON-LINE/OFF-LINE modes, corresponding to the respective
terms and conditions and to the proposal submitted by the CONTRACTING PARTY in
the aforementioned competitive bid, the contracting parties being subject to the
regulations contained in Law No. 8,666 of 6/21/93, and to the following clauses:
CLAUSE ONE - OBJECTIVE
The objective of this agreement is to provide services for the development and
establishment of the Lottery systems of Caixa Economica Federal in ON-LINE REAL
TIME mode, and to render them operational, as well as services relating to the
payment of ticket prizes corresponding to the Brazil Federal Lottery and the
Brazil Instant Federal Lottery, collecting revenue from the public service
concessionaires
* This document is a translation, which management believes to be accurate and
complete, from the Portugese language original of the Agreement. The Company
will file a Portugese version of this Exhibit if so directed by the Commission.
<PAGE> 2
Exhibit 10.12
and other payments made within the retail network pursuant to the specifications
and implementation schedule shown in Annexes I and II of this agreement, which
form and integral part of and complement it.
CLAUSE TWO - PRICE
In return for perfect execution of the services covered under this contractual
instrument, the CEF shall pay the CONTRACTING PARTY, as compensation for the
lottery-related services, the weekly sums corresponding to the percentages shown
on the attached spreadsheet (Annex III) of gross collections from the lotteries
and any new games implemented on the on-line, real time terminals installed and
on any terminals not yet connected to the on-line network for which the
CONTRACTING PARTY is responsible, subject to such additional deductions as are
provided for by law.
Paragraph One - The compensation corresponding to the sub-system and processing
of services relating to the monitoring and payment of ticket prizes for the
Brazil Federal Lottery and the Brazil Instant Federal Lottery is included within
the compensation provided for in the main body of this Clause.
Paragraph Two -As compensation for the services corresponding to the collection
of revenue from public service concessionaires and other payments made within
the lottery retailer network the sum of R$0.05 (five centavos) shall be paid for
each certified document processed.
Paragraph Three - The sums provided for in this Agreement shall be denominated
in Brazilian Reals (R$) and shall remain fixed and non-adjustable, with a new
agreement being allowed on an annual basis, the basic parameters of which must
include the quality and prices prevailing in the market for providing the
services covered under this agreement.
CLAUSE THREE - FORM OF PAYMENT
The CEF shall pay the CONTRACTING PARTY on a weekly basis, on the 3rd (third)
business day of the week following that during which the services were executed,
by crediting the current account obligatorily maintained by the CONTRACTING
PARTY at a CEF branch.
Paragraph One -The CONTRACTING PARTY shall issue, on a weekly basis, the bill of
sale/invoice corresponding to services provided during the same period,
simultaneously with the closing of game sales for each week.
Paragraph Two - The CONTRACTING PARTY shall submit to the CEF the bill of
sale/invoice on weekly basis, together with the reports generated by the system,
for purposes of comparison.
<PAGE> 3
Exhibit 10.12
Paragraph Three - In the event that the payment deadline established in the
preceding sub-item has expired, the amount due shall be financially restated on
the basis of the pro-rata change in the prevailing financial index, from the
date established for payment, until the actual payment date.
Paragraph Four - No payment shall exempt the CONTRACTING PARTY from its
liabilities and obligations, nor shall imply final acceptance of the services.
Paragraph Five - The weekly payment to be made pursuant to this Clause shall be
conditional upon submission by the CONTRACTING PARTY of supporting documentation
declaring a discharge of the previous months obligations vis-a-vis the INSS
[National Social Security Institute] and the FGTS (Government Severance
Indemnity Fund for Employees).
Paragraph Six - The CEF shall withhold from the CONTRACTING PARTY'S invoices the
amount corresponding to the cost of maintaining the equipment in off-line mode
which is the responsibility of the CONTRACTING PARTY, i.e. in the region where
the on-line, real-time system is being installed.
Paragraph Seven - payment for the services discussed in Paragraph Two, Clause
Two of this agreement shall be made on a weekly basis by submission of a
specific bill of sale/invoice issued by the CONTRACTING PARTY.
CLAUSE FOUR - VALIDITY PERIOD AND EXTENSION OF THE AGREEMENT
This agreement shall have a duration of 48 (forty-eight) months as of its
signing date, and may be extended for an equal or lesser period at the
discretion of the CEF and consent of the CONTRACTING PARTY, in conformance with
any legal restrictions.
CLAUSE FIVE - INITIATION OF EXECUTION OF THE SERVICES
The CONTRACTING PARTY shall have a period of up to 120 (one hundred twenty) days
to adapt its structure and familiarize itself with the CEF routines, standards
and operating situation, as well as to develop and test the systems, before
actually initiating execution of the services for which it was engaged.
Paragraph One - Implementation of the first phase of the schedule shall be
considered as the initiation of execution of the services.
Paragraph Two - During this preparation period, no payment by the CEF shall be
due, and all expenses shall be assumed solely by the CONTRACTING PARTY, with the
validity period of the adjustment also to remain unchanged in such event.
<PAGE> 4
Exhibit 10.12
Paragraph Three - The CONTRACTING PARTY must prepare and submit a work schedule
for review by the CEF, within a period not to exceed 15 (fifteen) calendar days
after the signing date of the agreement, under penalty of the cancellation
thereof and application of the corresponding penalties.
Paragraph Four - Upon submission of the "Work Schedule", the CEF may approve it
or reject it in whole or in part, with the CONTRACTING PARTY being responsible
for revising it, if necessary, within a period not to exceed 5 (five) calendar
days after notification by the CEF, and assuming all expenses resulting
therefrom.
CLAUSE SIX - AMENDMENTS
The CEF may increase or decrease the number of points of sale (lottery
retailers) necessary for the services by up to 25% (twenty-five percent) of the
total originally engaged, as specified in Annex III of this agreement.
I - to develop all phases of the on-line, real-time lottery system,
passing on to the CEF all knowledge and respective software and
hardware projects, and all documentation, in Portuguese, corresponding
to the subject of this agreement, and to render it operational in
cooperation with the CEF technicians;
II - to consolidate into the system any information received in off-line
mode corresponding to terminals not connected to the network
maintaining it and keeping the CEF updated on it, on a daily basis;
III - to gradually replace, throughout CELOT/RLOT and in accordance with the
proposed schedule, the off-line lottery system by the on-line,
real-time system and new equipment based on updated technology in full
use throughout the market, the CONTRACTING PARTY to assume the expense
of any supplies needed for the installation thereof, such as wheels,
paper bobbins, printer ribbons, etc., as well as the expense of
operating and maintaining the system installed thereby;
IV - to install terminals for purposes of auditing and monitoring the
system, at the locations specified by the CEF;
V - to install terminals and printers at the Head Office and in the
installed lottery units of the CELOT/RLOT;
VI - to customize the system's proprietary auditing application, pursuant to
the specifications of the Lottery and Technology Departments, ensuring
its completion and approval by the CEF by such time as installation of
the on-line, real-time system is initiated, as well as:
<PAGE> 5
Exhibit 10.12
a) to permit unrestricted access to the knowledge and operational
basis of the System to employees specified by the CEF for
auditing purposes;
b) to furnish the CEF with formatted files for auditing purposes
pursuant to the specifications provided thereby, when so
requested;
c) to maintain files and records for the period of time specified
by the CEF in order to facilitate monitoring and auditing of
the transactions at any time.
VII - to prepare the CPD, at a site to be approved by the CEF, for
installation of the central computers and communications
equipment;
VIII - to install a service post, qualify technical representatives
or assign resident technicians to provide maintenance and
technical assistance services for the equipment to be
allocated in execution of the services within the periods and
under the conditions established herein;
IX - to inform the CEF, immediately and in writing, of any
irregularity in execution of the services that it may notice;
X - to provide such clarifications as may be requested by the
CEF, the complaints of which must be addressed in timely
fashion;
XI - to print such advertising as may be specified by the CEF on
the brochures for all games and at no cost to the CEF;
XII - to install the equipment and software needed to carry out
the work;
XIII - to install and maintain a secure communications network for
connecting the terminals with the CPD;
XIV - to train the retailers and up to a maximum of 6 (six)
employees thereof per store, on operating the terminals;
XV - to keep assigned staff at the CPD and Service Posts to train
and provide field services for the retailer;
XVI - to provide marketing advisory services for new games, new
software, general management and operation of the on-line,
real-time system, with the adoption of such measures or
actions as may be suggested at the sole discretion of the CEF;
XVII - to pay its employees on time, and to furnish the CEF,
whensoever requested, a copy of the payroll and the
contribution collection guides for
<PAGE> 6
Exhibit 10.12
social security (INSS), FGTS, PIS [Employee Profit-Sharing
Program], and Income Tax withheld at Source, as applicable,
corresponding to employees assigned to execution of the
contracted services;
XVIII - to ensure that its employees treat CEF staff, customer
visitors and other contracted parties politely and
courteously, with the removal of those whose conduct is deemed
inappropriate to be required;
XIX - to respect and enforce respect for the safety and labor
medicine regulations provided for in the relevant law and
banking regulations corresponding to the CEF;
XX - to maintain a head office or representative office In
Brasilia/Federal District. and prove such condition within a
period not to exceed 30 (thirty) days after the contract
signing date;
XXI - to maintain its own agent at each site and on each shift
corresponding to execution of the service in order to
coordinate, supervise and give orders to the assigned staff
and in order to settle any disputes pertaining to execution of
the services, correct any adverse situations and immediately
address complaints/requests received from the CEF;
XXII - to assume total liability for such equipment, furniture and
fixtures as may be provided for purposes of executing the
services ensuring the integrity thereof and reimbursing the
CEF for effective maintenance expenses incurred as a result of
the misuse thereof;
XXIII - to inform the CEF, for purposes of controlling access to its
facilities, of the name and respective identity card number of
the employees assigned to provide the services;
XXIV - to inform the CEF, also for purposes of controlling access
to its facilities, of any employee dismissals and hirings, the
former within a period of 24 hours and the latter by the start
date of work;
XXV - to duly identify its employees by means of a badge when in
service at the CEF facilities;
XXVI - to optimize the on-line, real-time system in accordance with
the instructions and monitoring from the CEF Systems
Department;
XXVII - to assume liability for any losses, improper reproductions
and/or adulterations as may be caused to the documents and
magnetic files during the period during which they are in its
custody;
<PAGE> 7
Exhibit 10.12
XXVIII - to monitor the complete fulfillment of the services to which
it has committed, and to be completely liable for any charges
incurred, which monitoring shall be independent of any that
may be exercised by the CEF;
XXIX - to accept the broadest monitoring by the CEF through its
agent at any time during the contractual validity period, with
such monitoring to be entitled to be carried out at its
facilities with a view to strict fulfillment of the
contractual obligations;
XXX - to assume all expenses relating to personnel and any others
as may be incurred relating to the subject of this agreement,
with the exception of those stipulated as being the CEF's
responsibility:
XXXI - to assume all precautions and obligations established in
specific labor accident law in the event that, under related
circumstances, its employees are harmed while performing the
services or in connection therewith, even if this occurs at
CEF facilities;
XXXII - to provide the staff necessary for operating the CPD and to
provide field services for the repair of equipment installed
at on-line, real-time points of sale;
XXXIII - to execute the system tests with the participation of the
CEF;
XXXIV - to train the CEF employees specified thereby in the
operation and security of the Systems;
XXXV - to develop sub-systems to permit the monitoring and payment
of ticket prizes for the Brazil Federal Lottery and the Brazil
Instant Federal Lottery, under the conditions established by
the CEF, and to permit the collection of revenue from public
concessionaires and other payments made within the lottery
retailer network;
XXXVI - to promote and participate in such meetings as may be called
to discuss points of view on work techniques and methods;
XXXVII - to operate the CPD on days and hours defined by the CEF;
XXXVIII - to provide preventive and corrective maintenance of the
system equipment in order to keep it in perfect operating
condition;
XXXIX - to provide maintenance for all software, including
installations and the testing of any changes in accordance
with changes requested by the CEF;
<PAGE> 8
Exhibit 10.12
XL - to prepare, maintain and supply to the CEF management and
operating information, by means of reports on magnetic media,
on a schedule to be defined, for all activities relating to
monitoring of the games;
XLI - to keep the system, user and operating manuals up-to-date,
making them available to the CEF and accredited retailers;
XLII - to implement, pursuant to CEF instructions the collection of
revenue from public service concessionaires and payments due
to the CEF, on the new equipment, through the lottery systems
in on-line, real-time mode and on the remaining off-line
equipment;
XLIII - to provide the necessary infrastructure such as servers
installed within the CEF environment which the controlling
party shall define, including with respect to the engagement
and maintenance of date communications lines, subject to
acceptance of a specific proposal by the CONTRACTING PARTY;
XLIV - to expand the data communications network whenever the
average response time exceeds the limit initially established,
even if the transmission volume is caused by information from
systems processed at the CEF;
XLV - to process the CEF information (data) within its computer
environment as so defined by the contracting party, in order
to enhance the feasibility of new products and services and to
ensure a high level of security and complete confidentiality;
XLVI - to analyze the form of connection, and if necessary, to permit
the installation and use of financial terminal cash machines
and customer terminals, in transparent fashion together with
the lottery terminals multiplexed within the same
communications channel, upon submission of a specific proposal
to the CEF;
XLVII - to provide for the possibility of paying bets and/or
collecting revenue from public service concessionaires and
payments due to the CEF, by means of cards, whether they be
debit card, a credit cards, magnetic cards or "chip cards";
XLVIII - to furnish modular-style, i.e.. state-of-the-art capture
machines transmission radii capable of sending at a minimum of
9,600 bps with the necessary redundancy in the sections
considered by both parties as being critical;
XLIX - to promote transfer to the CEF of all information relating
to operation of the system, without a continuity solution, in
the event of an interruption of services by the CONTRACTING
PARTY.
<PAGE> 9
Exhibit 10.12
CLAUSE EIGHT - RESPONSIBILITIES OF THE CONTRACTING PARTY
The following are the responsibilities of the CONTRACTING PARTY:
I - to be liable for any harm caused to the CEF or to third
parties, as a consequence of malfunctions in the safety system
for the equipment and services provided;
II - to be liable for every and all harm caused to the CEF or to
third parties, even if guilty, which may be caused by its
agents employees or representatives, not excluding or reducing
such liability to monitoring or follow-up by the CEF;
III - to be liable to the CEF for any type of actions or
activities it may experience as a consequence of the rendering
of services as well as for the employment contracts for its
employees, even in cases involving any court rulings, with the
CEF to be held harmless of any joint and several
responsibility or liability;
Sole Paragraph - The CONTRACTING PARTY authorizes the CEF to discount the value
of the aforementioned damages directly from the invoices corresponding to the
monthly payments due it or from the contractual guarantee, independently of any
judicial or extra-judicial procedure.
CLAUSE NINE - OBLIGATIONS OF THE CEF
The CEF promises to fulfill the following:
I - to make the payments due under the conditions established in
this agreement;
II - to notify the CONTRACTING PARTY of any irregularities found
in executing the services;
III - to authorize and de-authorize points of sale, establishing
in an agreement, and at its discretion, the terms and
conditions for the qualification of each such point of sale;
IV - to previously inspect the sites, the number of points of
sale and the number of terminals, for establishment of the
installation schedule for the equipment and the training of
retailers;
V - to monitor the points of sale in order for them to be legally
licensed to sell the games through terminals and
communications equipment installed at their store;
<PAGE> 10
Exhibit 10.12
VI - to monitor the points of sale in order for them to be equipped
with a dedicated alternating current powerline and sufficient
space for the installed terminals to operate properly;
VII - to monitor the points of sale to ensure that they maintain
the schedule of services to the public as set by the CEF, in
accordance with local municipal orders;
VIII - to collect the sales proceeds at each point of sale;
IX - to promote the games, in order to maintain bettor interest
with a view to maximizing sales;
X - to pay all prizes from the lottery system to be installed.
Sole Paragraph - Delays in the payments discussed in section I of this Clause
shall be cause for a financial restatement of the amount due pursuant to
applicable and prevailing law.
CLAUSE TEN - CONTRACTUAL GUARANTEE
For purposes of executing this agreement, the CONTRACTING PARTY shall provide a
cash guarantee in the amount of R$ 20,000,000.00 (twenty million Brazilian
reals).
Paragraph One - Only the restatement corresponding to the index of changes in
passbook savings rate yields (or the list day of the month, excluding interest,
calculated proportionally, as the case may be, from the date of the deposit
until the actual release of the guarantee, shall apply to the cash surety.
Paragraph Two - The guarantee, when applicable, must be paid whenever the value
of the contractual fine is deducted.
Paragraph Three - Substitution of the guarantee may be permitted at any time
subject to notification to the CEF, pursuant to the terms provided for in Law
8,666/93 of 6/21/93.
Paragraph Four - The guarantee shall be released after complete fulfillment of
the agreement, provided that all contractual term, clauses and conditions have
been fulfilled.
Paragraph Five - The loss of guarantee in favor of the CEF by reason of failure
to fulfill the contractual obligations shall be as a full matter of law,
regardless of any judicial or extra-judicial notification.
<PAGE> 11
Exhibit 10.12
CLAUSE ELEVEN - BUDGET RESOURSES
Expenses incurred as a consequence of entering into this agreement shall be
covered by a budget allocation provided for under the classification "EXPENSES
RELATING TO THE EXECUTION OF DATA PROCESSING SERVICES" - account No.
5.23.223.355.
CLAUSE TWELVE - AUDITING
During the course of executing the services, the CEF shall be entitled to audit
complete fulfillment of the provisions contained in this agreement, either
directly or through such party as it may appoint to this end.
Sole Paragraph - To this end, the CEF shall prepare a report of deficiencies
found in execution of the services, and shall forward a notification to the
CONTRACTING PARTY for immediate correction of the specified irregularities
without prejudice to the application of such penalties as are provided for in
this agreement.
CLAUSE THIRTEEN - TAX LIABILITIES, CHARGES, INSURANCE, ETC.
The following shall be paid at the sole expense of the CONTRACTING PARTY:
I - All taxes and duties as may be due as a consequence of the subject of
this competitive bid;
11 - Contributions owed to Social Security, labor charges, insurance and
labor accident premiums, fees and such other expenses as may be
necessary for executing the services.
CLAUSE FOURTEEN - FAILURE TO PERFORM AND CANCELLATION OF THE AGREEMENT
Total or partial failure to execute the agreement shall result in the
cancellation thereof, with all contractual consequences and those provided for
by law.
Paragraph One - The following shall constitute causes for cancellation of the
agreement, independently of judicial or extra-judicial notification or
interpolation:
I - complete or partial failure by the CONTRACTING PARTY to fulfill any
of the obligations/responsibilities provided for in this agreement;
II - complete or partial transfer of the agreement, without the prior
consent of the CEF;
III - repeated commitment of errors or defects in executing the services;
<PAGE> 12
Exhibit 10.12
IV - a declaration of bankruptcy by the CONTRACTING PARTY;
V - dissolution of the corporation:
VI - corporate amendment or change In the purpose or structure of the
company which at the discretion of the CEF is to the detriment of
execution of the agreement;
VII - delay in fulfillment, leading the CEF to assume failure to execute
the service.
Paragraph Two - Upon occurrence of the contractual cancellation based on
sections I and VII, the guarantee shall be paid in favor of the CEF without
prejudice to such other reparations as may apply.
Paragraph Three - Cancellation of the agreement shall result in the withholding
of payments pursuant to the agreement, up to the value of the harm caused to the
CEF, independently of any judicial or extra-judicial proceeding on the part of
the CEF, without prejudice to the sanctions provided for in this agreement and
by law, up to the total value of the indemnification for damage caused.
CLAUSE NINETEEN - COURT DISTRICT
In order to settle such dispute as may arise from this agreement, the Judiciary
Section of the Federal Justice Department for the Federal District shall have
jurisdiction.
Being thereby in due agreement, the CEF and the CONTRACTING PARTY hereby sign
this agreement in 4 (four) identical copies in the presence of the undersigned
witnesses.
Brasilia. D.F. ,1996
---------------------------------
CAIXA ECONOMICA FEDERAL
---------------------------------
JOINT VENTURE LED BY
RACIMEC INFORMATICA BRASILEIRA S.A.
WITNESSES
- ---------------------------
- ---------------------------
<PAGE> 13
Exhibit 10.12
ANNEX II
ON-LINE SYSTEM REVENUE MATRIX
<TABLE>
<CAPTION>
- -------------------------- ------------- ------------------- ------------------ ------------------- ------------------
RANGE YEAR 1 YEAR 2 YEAR 3 YEAR IV YEAR V
- -------------------------- ------------- ------------------- ------------------ ------------------- ------------------
<S> <C> <C> <C> <C> <C>
Up to 20M 7,5104 6,5230 6,3351 6,3107 6,2407
- -------------------------- ------------- ------------------- ------------------ ------------------- ------------------
From 20 to 25 M 7,4980 6,5050 6,3276 6,2791 6,1783
- -------------------------- ------------- ------------------- ------------------ ------------------- ------------------
From 25 to 30 M 7,4604 6,4725 6,3245 6,2470 6,1153
- -------------------------- ------------- ------------------- ------------------ ------------------- ------------------
From 30 to 35 M 7,4604 6,4230 6,3195 6,2154 6,0516
- -------------------------- ------------- ------------------- ------------------ ------------------- ------------------
From 35 to 40 M 7,4604 6,4230 6,2995 6,1832 5,9873
- -------------------------- ------------- ------------------- ------------------ ------------------- ------------------
From 40 to 45 M 7,4604 6,4230 6,1351 6,1510 5,9305
- -------------------------- ------------- ------------------- ------------------ ------------------- ------------------
From 45 to 50 M 7,4604 6,4230 6,1351 6,1302 5,9102
- -------------------------- ------------- ------------------- ------------------ ------------------- ------------------
Over 50 M 7,4604 6,4230 6,1351 6,1302 5,9102
- -------------------------- ------------- ------------------- ------------------ ------------------- ------------------
</TABLE>
<PAGE> 14
Exhibit 10.12
"ON-LINE" SYSTEM EQUIPMENT + IMPLEMENTATION
SCHEDULE BY STATE
<TABLE>
<CAPTION>
MONTH STATE % TERM TOTAL
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAI/97 PARANA 55 385
TOTAL 385 385
JUN/97 PARANA 20 140
SAO PAULO 20 767
BRASILIA 15 71
MINAS GERAIS 5 63
RIO DE JANEIRO 10 135
TOTAL 1,176 1,561
JUL/97 SAO PAULO 20 767
BRASILIA 15 71
MINAS GERAIS 20 253
RIO DE JANEIRO 20 271
RIO GRANDE DO SUL 10 71
BAHIA 10 54
SANTA CATARINA 10 32
TOTAL 1,519 3,080
AGO/97 SAO PAULO 20 767
BRASILIA 15 71
MINAS GERAIS 20 253
PANARA 10 70
RIO DE JANEIRO 20 271
RIO GRANDE DO SUL 15 103
BAHIA 20 106
SANTA CATARINA 15 46
GOIAS 10 39
PERNAMBUCO 10 30
TOTAL 1,756 4,836
SET/97 PARANA 15 105
SAO PAULO 20 767
MINAS GERAIS 20 253
RIO DE JANEIRO 20 271
RIO GRANDE DO SUL 15 103
BAHIA 20 106
SANTA CATARINA 15 46
GOIAS 25 96
PERNAMBUCO 20 58
BRASILIA 15 71
TOTAL 1,876 6,712
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
Exhibit 10.22
GTECH HOLDINGS CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENT made as of the ___ day of
___________, ____ (the "Grant Date"), between GTECH HOLDINGS CORPORATION, a
Delaware corporation (the "Company"), and _______________, an Employee of the
Company (the "Employee" or "optionee").
WHEREAS, the Company desires to afford the Employee an
opportunity to purchase shares of Common Stock, $.01 par value, of the Company
("Stock"), as hereinafter provided, in accordance with the provisions of the
Company's 1997 STOCK OPTION PLAN (the "Plan"), a copy of which is attached
hereto. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Plan.
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTIONS. The Company hereby grants to the Employee
the right and option (the "Options") to purchase all or any part of an aggregate
of ______ shares of Stock. The Options are in all respects limited and
conditioned as hereinafter provided, and are subject to the terms and conditions
of the Plan now in effect and as they may be amended from time to time in
accordance with the Plan and any rules, regulations and procedures pursuant
thereto which may be adopted by the Compensation Committee (the "Committee")
from time to time (which terms, conditions, rules, regulations and procedures
are and automatically shall be incorporated herein by reference and made a part
hereof and shall control in the event of any conflict with any other terms of
this Option Agreement). It is intended that the Options granted hereunder be
Non-Qualified Stock Options ("NQSOs") and NOT Incentive Stock Options ("ISOs")
as such term is defined in section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. PURCHASE PRICE. The purchase price per share of the shares
of Stock covered by the Options (the "Option Price") shall be $_______. It is
the determination of the Committee that on the Grant Date the Option Price was
not less than the higher of: (i) one hundred percent (100%) of the Fair Market
Value of said Stock, or (ii) the par value thereof.
<PAGE> 2
Exhibit 10.22
3. TERM. Unless earlier terminated pursuant to any provision
of the Plan or of this Option Agreement, the Options shall expire _____________,
(the "Expiration Date"), which date is not more than ten years from the Grant
Date. The Options shall not be exercisable after the Expiration Date.
4. EXERCISE OF OPTIONS. The Options shall become exercisable
in such installments and on such dates, as is set forth below, subject to
possible acceleration as provided in this Option Agreement or the Plan:
NUMBER OF SHARES DATE EXERCISABLE
------- --------
------- --------
------- --------
------- --------
Options that become exercisable in accordance with the fore-going shall remain
exercisable, subject to the provisions of the Plan and this Option Agreement,
until the expiration of the term of the Options as set forth in Section 3 hereof
or until other termination of the Options.
5. METHOD OF EXERCISING OPTIONS. Subject to the terms and
conditions of this Option Agreement and the Plan, the Options may be exercised
upon written notice to the Company, Attention: Corporate Secretary, at the
Company's principal office, which currently is located at 55 Technology Way,
West Greenwich, Rhode Island 02817, or to such agent as the Company may
designate, at such agent's address. Such notice, a form of which shall be made
available prior to the first exercise date, shall state the election to exercise
the Options and the number of shares with respect to which they are being
exercised; shall be signed by the person or persons so exercising the Option;
shall, if the Company so requests, be accompanied by the investment certificate
referred to in Section 6 hereof and shall be accompanied by payment of the full
Option price of such shares.
The Option price shall be paid to the Company:
(a) In cash, or in its equivalent;
(b) In unrestricted Stock previously acquired by the Employee,
provided that if such shares of Stock were acquired through exercise of
an ISO or NQSO under the Plan or of an option under a similar plan of
the Company or related corporation, such shares have been held by the
Employee for a period of more than six(6)
<PAGE> 3
Exhibit 10.22
months on the date of exercise or for such longer or shorter period as
the Committee may determine;
(c) In any combination of (a) and (b) above; or
(d) By delivering a properly executed notice of exercise of
the Options to the Company and a broker, with irrevocable instructions
to the broker promptly to deliver to the Company the amount of sale or
loan proceeds necessary to pay the exercise price of the Options, and
by delivering such proceeds in cash or its equivalent. (NOTE THAT THE
PAYMENT PROCEDURE SPECIFIED IN CLAUSE (D) IS CONSIDERED A SALE BY AN
EMPLOYEE WHO IS SUBJECT TO SECTION 16(B) OF THE SECURITIES EXCHANGE ACT
OF 1934 ("SECTION 16(B)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT
PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER
FINANCED TRANSACTION.
In the event such Option Price is paid, in whole or in part,
with shares of Stock, the portion of the Option Price so paid shall be equal to
the Fair Market Value of such Stock being used as payment on the date the notice
of exercise is received by the Company or its agent.
Upon receipt of such notice and payment, the Company, as
promptly as practicable, shall deliver or cause to be delivered a certificate or
certificates representing the shares of Stock with respect to which the Options
are so exercised. The certificate or certificates for such shares shall be
registered in the name of the person or persons so exercising the Options (or,
if the Options shall be exercised by the Employee and if the Employee shall so
request in the notice exercising the Options, shall be registered in the name of
the Employee and the Employee's spouse, jointly, with right of survivorship) and
shall be delivered as provided above to or upon the written order of the person
or persons exercising the Options. All shares that shall be purchased upon the
exercise of the Options as provided herein shall be fully paid and
non-assessable by the Company.
6. SHARES TO BE PURCHASED FOR INVESTMENT. Unless the Company
has theretofore notified the Employee that a registration statement covering the
shares to be acquired upon the exercise of the Options has become effective
under the Securities Act of 1933 and the Company has not thereafter notified the
Employee that such registration is no longer effective, it shall be a condition
to any exercise of the Options that the shares acquired upon such exercise be
acquired for investment and not with a view to distribution, and the person
effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the
<PAGE> 4
Exhibit 10.22
same as the Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
necessary to avoid a risk of violation of the Securities Act of 1933 (or of any
rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. NON-TRANSFERABILITY OF OPTION. Except as otherwise
permitted by the Committee, the Options are not assignable or transferable, in
whole or in part, by the Employee otherwise than by will or by the laws of
descent and distribution, and during the lifetime of the Employee the Options
shall be exercisable only by the Employee or, in the event of his disability, by
his guardian or legal representative.
8. TERMINATION OF EMPLOYMENT. If the Employee's employment
with the Company and all Affiliates is terminated for any reason prior to the
Expiration Date of the Options set forth in Section 3 hereof, the Options, to
the extent unexercised, shall terminate upon the date of such termination of
Employment, except as otherwise provided below or in the Plan or as the
Committee otherwise may determine in its sole discretion subject to the Plan.
(a) DEATH OR DISABILITY. If the Employee's employment is
terminated as a consequence of his or her death or Disability, as defined in the
Plan, the Options may be exercised, but only to the extent of the number of
shares with respect to which the Employee could have exercised them on the date
of such termination of employment, or to any greater extent permitted by the
Committee in its sole discretion subject to the Plan, at any time prior to the
earlier of: (i) the Expiration Date specified in Section 3 hereof; or (ii) the
expiration of one year following the date of such termination of employment.
(b) RETIREMENT OR DISCHARGE WITHOUT CAUSE. If the Employee's
employment is terminated by his or her Retirement or discharge without Cause, as
such terms are defined in the Plan, the Options may be exercised, but only to
the extent of the number of shares with respect to which the Employee could have
exercised them on the date of such termination of employment, or to any greater
extent permitted by the Committee in its sole discretion subject to the Plan, at
any time prior to the earlier of: (i) the Expiration Date specified in Section 3
hereof; or (ii) the expiration of one year following the date of such
termination of employment.
<PAGE> 5
Exhibit 10.22
(c) Notwithstanding paragraphs (a) and (b) above, the period
of exercisability of the Options following termination of employment is subject
to possible earlier termination under the provisions of the Plan, including
Section 3(b) thereof.
9. WITHHOLDING OF TAXES. In calculating the Employee's tax
obligations, the Company shall value the Stock being purchased as follows: With
respect to Sections 5(a) through (c), the value of the Stock being purchased
shall be its Fair Market Value on the day the Company or its agent receives the
Employee's notice of exercise. With respect to Section 5(d), the value of the
Stock being purchased shall be the price at which the Employee's broker enters
into a contract to sell the Stock being purchased, as certified in writing by
such broker. The obligation of the Company to deliver shares of Stock upon the
exercise of the Options shall be subject to the Company's receipt of the
Employee's share of those amounts which the Company is obligated to withhold
under applicable federal, state and local tax withholding requirements.
If the exercise of any of the Options is subject to the
withholding requirements of applicable tax laws, the Committee may permit the
Employee, subject to the provisions of the Plan and such additional withholding
rules (the "Withholding Rules") as may be adopted by the Committee, to satisfy
the withholding tax, in whole or in part, by electing to have the Company
withhold (or by returning to the Company) shares of Stock, which shares shall be
valued, for this purpose, at their Fair Market Value on the date of exercise of
the Options (or, if later, the date on which the optionee recognizes ordinary
income with respect to such exercise) (the "Determination Date"). An election to
use shares of Stock to satisfy tax withholding requirements must be made in
compliance with and subject to the Withholding Rules.
10. GOVERNING LAW. This Option Agreement shall be construed in
accordance with, and its interpretation shall be governed by, the laws of the
State of Delaware, without giving effect to conflicts of laws principles.
<PAGE> 6
Exhibit 10.22
IN WITNESS WHEREOF, the Company has caused this NON-QUALIFIED
STOCK OPTION AGREEMENT to be duly executed by its officers thereunto duly
authorized, and the Employee has hereunto set his or her hand and seal, all on
the day and year first above written.
GTECH Holdings Corporation Attest
By: By:
--------------------------- -----------------------------
- ----------------------------- -----------------------------
[Employee] Witness
<PAGE> 1
Exhibit 10.23
GTECH HOLDINGS CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENT made as of the ___ day of
___________, ____ (the "Grant Date"), between GTECH HOLDINGS CORPORATION, a
Delaware corporation (the "Company"), and William Y. O'Connor, an Employee of
the Company (the "Employee" or "optionee").
WHEREAS, the Company desires to afford the Employee an
opportunity to purchase shares of Common Stock, $.01 par value, of the Company
("Stock"), as hereinafter provided, in accordance with the provisions of the
Company's [1997] [1994] STOCK OPTION PLAN (the "Plan"), a copy of which is
attached hereto. Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Plan.
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTIONS. The Company hereby grants to the Employee
the right and option (the "Options") to purchase all or any part of an aggregate
of ______ shares of Stock. The Options are in all respects limited and
conditioned as hereinafter provided, and are subject to the terms and conditions
of the Plan now in effect and as they may be amended from time to time in
accordance with the Plan and any rules, regulations and procedures pursuant
thereto which may be adopted by the Compensation Committee (the "Committee")
from time to time (which terms, conditions, rules, regulations and procedures
are and automatically shall be incorporated herein by reference and made a part
hereof and shall control in the event of any conflict with any other terms of
this Option Agreement). It is intended that the Options granted hereunder be
Non-Qualified Stock Options ("NQSOs") and NOT Incentive Stock Options ("ISOs")
as such term is defined in section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. PURCHASE PRICE. The purchase price per share of the shares
of Stock covered by the Options (the "Option Price") shall be $_______. It is
the determination of the Committee that on the Grant Date the Option Price was
not less than the higher of: (i) one hundred percent (100%) of the Fair Market
Value of said Stock, or (ii) the par value thereof.
<PAGE> 2
Exhibit 10.23
3. TERM. Unless earlier terminated pursuant to any provision
of the Plan or of this Option Agreement, the Options shall expire _____________,
(the "Expiration Date"), which date is not more than ten years from the Grant
Date. The Options shall not be exercisable after the Expiration Date.
4. EXERCISE OF OPTIONS. The Options shall become exercisable
in such installments and on such dates, as is set forth below, subject to
possible acceleration as provided in this Option Agreement or the Plan:
NUMBER OF SHARES DATE EXERCISABLE
-------- ----------
-------- ----------
-------- ----------
-------- ----------
Options that become exercisable in accordance with the fore-going shall remain
exercisable, subject to the provisions of the Plan and this Option Agreement,
until the expiration of the term of the Options as set forth in Section 3 hereof
or until other termination of the Options.
5. METHOD OF EXERCISING OPTIONS. Subject to the terms and
conditions of this Option Agreement and the Plan, the Options may be exercised
upon written notice to the Company, Attention: Corporate Secretary, at the
Company's principal office, which currently is located at 55 Technology Way,
West Greenwich, Rhode Island 02817, or to such agent as the Company may
designate, at such agent's address. Such notice, a form of which shall be made
available prior to the first exercise date, shall state the election to exercise
the Options and the number of shares with respect to which they are being
exercised; shall be signed by the person or persons so exercising the Option;
shall, if the Company so requests, be accompanied by the investment certificate
referred to in Section 6 hereof and shall be accompanied by payment of the full
Option price of such shares.
The Option price shall be paid to the Company:
(a) In cash, or in its equivalent;
(b) In unrestricted Stock previously acquired by the Employee,
provided that if such shares of Stock were acquired through exercise of
an ISO or NQSO under the Plan or of an option under a similar plan of
the Company or related corporation, such shares have been held by the
Employee for a period of more than six(6)
<PAGE> 3
Exhibit 10.23
months on the date of exercise or for such longer or shorter period as
the Committee may determine;
(c) In any combination of (a) and (b) above; or
(d) By delivering a properly executed notice of exercise of
the Options to the Company and a broker, with irrevocable instructions
to the broker promptly to deliver to the Company the amount of sale or
loan proceeds necessary to pay the exercise price of the Options, and
by delivering such proceeds in cash or its equivalent. (NOTE THAT THE
PAYMENT PROCEDURE SPECIFIED IN CLAUSE (d) IS CONSIDERED A SALE BY AN
EMPLOYEE WHO IS SUBJECT TO SECTION 16(b) OF THE SECURITIES EXCHANGE ACT
OF 1934 ("SECTION 16(b)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT
PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER
FINANCED TRANSACTION.
In the event such Option Price is paid, in whole or in part,
with shares of Stock, the portion of the Option Price so paid shall be equal to
the Fair Market Value of such Stock being used as payment on the date the notice
of exercise is received by the Company or its agent.
Upon receipt of such notice and payment, the Company, as
promptly as practicable, shall deliver or cause to be delivered a certificate or
certificates representing the shares of Stock with respect to which the Options
are so exercised. The certificate or certificates for such shares shall be
registered in the name of the person or persons so exercising the Options (or,
if the Options shall be exercised by the Employee and if the Employee shall so
request in the notice exercising the Options, shall be registered in the name of
the Employee and the Employee's spouse, jointly, with right of survivorship) and
shall be delivered as provided above to or upon the written order of the person
or persons exercising the Options. All shares that shall be purchased upon the
exercise of the Options as provided herein shall be fully paid and
non-assessable by the Company.
6. SHARES TO BE PURCHASED FOR INVESTMENT. Unless the Company
has theretofore notified the Employee that a registration statement covering the
shares to be acquired upon the exercise of the Options has become effective
under the Securities Act of 1933 and the Company has not thereafter notified the
Employee that such registration is no longer effective, it shall be a condition
to any exercise of the Options that the shares acquired upon such exercise be
acquired for investment and not with a view to distribution, and the person
effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the
<PAGE> 4
Exhibit 10.23
same as the Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
necessary to avoid a risk of violation of the Securities Act of 1933 (or of any
rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. NON-TRANSFERABILITY OF OPTION. Except as otherwise
permitted by the Committee, the Options are not assignable or transferable, in
whole or in part, by the Employee otherwise than by will or by the laws of
descent and distribution, and during the lifetime of the Employee the Options
shall be exercisable only by the Employee or, in the event of his disability, by
his guardian or legal representative.
8. TERMINATION OF EMPLOYMENT. If the Employee's employment
with the Company and all Affiliates is terminated for any reason prior to the
Expiration Date of the Options set forth in Section 3 hereof, the Options, to
the extent unexercised, shall terminate upon the date of such termination of
Employment, except as otherwise provided below or in the Plan or as the
Committee otherwise may determine in its sole discretion subject to the Plan.
(a) DEATH OR RETIREMENT. If the Employee's employment is
terminated as a consequence of his or her death or Retirement, as defined in the
Plan, the Options may be exercised, but only to the extent of the number of
shares with respect to which the Employee could have exercised them on the date
of such termination of employment, or to any greater extent permitted by the
Committee in its sole discretion subject to the Plan, at any time prior to the
earlier of: (i) the Expiration Date specified in Section 3 hereof; or (ii) the
expiration of one year following the date of such termination of employment.
(b) DISABILITY, DISCHARGE WITHOUT CAUSE, AND RESIGNATION FOR
GOOD REASON. If the Employee's employment is terminated: (i) by reason of the
Employee's "Disability", as defined in the Plan or in the Employee's Amended and
Restated Employment Agreement with the Company dated September 19, 1997 (the
"Employment Agreement"), (ii) by the Company without "Cause", as defined in the
Plan or in the Employment Agreement, or (iii) by the Employee for "Good Reason"
as defined in the Employment Agreement, the Options shall accelerate and become
vested in full on the date of such termination or employment and may be
exercised at any time prior to the earlier of: (1) the Expiration Date specified
in Section 3 hereof, or (2) the expiration of one year following the date of
such termination of Employment.
<PAGE> 5
Exhibit 10.23
(c) Notwithstanding paragraphs (a) and (b) above, the period
of exercisability of the Options following termination of employment is subject
to possible earlier termination under the provisions of the Plan, including
Section 3(b) thereof.
9. WITHHOLDING OF TAXES. In calculating the Employee's tax
obligations, the Company shall value the Stock being purchased as follows: With
respect to Sections 5(a) through (c), the value of the Stock being purchased
shall be its Fair Market Value on the day the Company or its agent receives the
Employee's notice of exercise. With respect to Section 5(d), the value of the
Stock being purchased shall be the price at which the Employee's broker enters
into a contract to sell the Stock being purchased, as certified in writing by
such broker. The obligation of the Company to deliver shares of Stock upon the
exercise of the Options shall be subject to the Company's receipt of the
Employee's share of those amounts which the Company is obligated to withhold
under applicable federal, state and local tax withholding requirements.
If the exercise of any of the Options is subject to the
withholding requirements of applicable tax laws, the Committee may permit the
Employee, subject to the provisions of the Plan and such additional withholding
rules (the "Withholding Rules") as may be adopted by the Committee, to satisfy
the withholding tax, in whole or in part, by electing to have the Company
withhold (or by returning to the Company) shares of Stock, which shares shall be
valued, for this purpose, at their Fair Market Value on the date of exercise of
the Options (or, if later, the date on which the optionee recognizes ordinary
income with respect to such exercise) (the "Determination Date"). An election to
use shares of Stock to satisfy tax withholding requirements must be made in
compliance with and subject to the Withholding Rules.
10. GOVERNING LAW. This Option Agreement shall be construed in
accordance with, and its interpretation shall be governed by, the laws of the
State of Delaware, without giving effect to conflicts of laws principles.
<PAGE> 6
Exhibit 10.23
IN WITNESS WHEREOF, the Company has caused this NON-QUALIFIED
STOCK OPTION AGREEMENT to be duly executed by its officers thereunto duly
authorized, and the Employee has hereunto set his or her hand and seal, all on
the day and year first above written.
GTECH Holdings Corporation Attest
By: By:
-------------------------- ----------------------
- ----------------------------- -------------------------
William Y. O'Connor Witness
<PAGE> 1
GTECH CORPORATION Exhibit 21.1
DIRECT & INDIRECT SUBSIDIARIES
Dreamport, Inc. (Delaware) (formerly GTECH Gaming Sub 1)
Dreamport do Brasil Ltda.
Dreamport International, Inc. (Delaware)
Dreamport Suffolk Corporation (Delaware) (formerly GTECH Suffolk Corporation)
Environmental Paper Products, Inc. (RI)
Europrint Holdings Ltd. (UK)
GameScape, Inc. (RI)
Gana De Mexico S.A. de C.V. (Mexico)
GRYTEK Co. Ltd. (Poland)
GTECH Asia Corporation (Delaware)
GTECH Australasia Corporation (Delaware)
GTECH Avrasya Teknik Hizmetler ve Musavialik A.S. (Turkey)
GTECH Brasil Ltda. (Brazil)
GTECH Canada Computer Systems Corporation (Canada)
GTECH Child Care Center (Rhode Island)
GTECH Computer Systems Sdn Bhd (Malaysia)
GTECH Corporation (Utah)
GTECH Czech Republic Corporation (Delaware) formerly GTECH Czechoslovakia
Corporation
GTECH Eastern Europe Sp. Z.o.o. (Poland)
GTECH Eesti A.S. (Estonia)
<PAGE> 2
GTECH CORPORATION
DIRECT & INDIRECT SUBSIDIARIES
GTECH Espana Corporation (Delaware)
GTECH Europe S.A. (Belgium)
GTECH Far East Pte Ltd (Singapore)
GTECH Foreign Holdings Corporation (Delaware)
GTECH France S.A.R.L. (France)
GTECH Gaming Subsidiary 2 Corporation (Delaware)
GTECH Global Services Corporation Ltd. (Cyprus)
GTECH GmbH (Germany)
GTECH Ireland Corporation (Delaware)
GTECH Italia Srl (Italy)
GTECH Italy Corporation (Delaware)
GTECH Latin America Corporation (Delaware)
GTECH LIT Corporation (Lithuania)
GTECH Management P.I. Corporation (Delaware)
GTECH Mexico S.A. de C.V. (Mexico)
GTECH Nevada Corporation (Delaware)
GTECH Northern Europe Corporation (Delaware)
GTECH Rhode Island Corporation (Rhode Island)
GTECH South Africa Corporation (Delaware)
GTECH Southern Africa (Pty.) Ltd. (South Africa)
GTECH Sweden Corporation (Delaware)
2
<PAGE> 3
GTECH CORPORATION
DIRECT & INDIRECT SUBSIDIARIES
GTECH Taiwan Corporation (Delaware)
GTECH U.K. Limited (U.K.)
GTECH U.K. Corporation (Delaware)
GTECH Worldserv, Inc. (Delaware)
GTECH Worldserv International, Inc. (Delaware)
GTECH Worldwide Services Corporation (Delaware)
LAC Corporation (Rhode Island)
On-Line Lottery License and Lease B.V. (Netherlands)
Online Transaction Technologies SARL a Associe Unique (Morocco)
A subsidiary of GTECH Foreign Holdings Corporation
Oy GTECH Finland Ab. (Finland)
SB Industria E Comercio Ltd. (Brazil)
Siam GTECH Company Limited (Thailand)
Technology Risk Management Services, Inc.
Transaction Strategies Inc. (Texas)
Transactive Corporation (Delaware)
(formerly GTECH Administrative Services Corp.)
Uwin Corporation (Delaware)
Uwin Ireland Operation Ltd. (Ireland)
Uwin Network Operations Ltd. (Ireland)
Uwin R&D Ltd. (Ireland)
VideoSite, Incorporated (Delaware) (formerly VideoFax Company)
Watson Land Company (Rhode Island)
3
<PAGE> 4
GTECH CORPORATION
DIRECT & INDIRECT SUBSIDIARIES
AFFILIATES
Affiliated Marketing Solutions
BTN Telecommunicados Ltda (Brazil) ("Limitada")
Clidet No. 278 (Proprietary) Limited (South Africa)
DataTrans Sp. Z.o.o. (Poland)
Gaming Entertainment, L.L.C.
Gaming Entertainment (DE)
Gaming Entertainment (MI)
Gaming Entertainment (CA)
GTECH do Brazil Commercial Ltda (Brazil) ("Limitada")
Lottery Technology Enterprises (D.C.) (joint venture)
Lottery Technology Investment Corporation (Taiwan)
Pro-Olimpic S.R.L. (Romania) (joint venture)
Retama Park Associates, Inc.
Secure Gaming Technologies, LLC (Delaware)
Sterling Suffolk Racecourse, LLC
West Greenwich Technology Associates, L.P. (limited partnership)
Wireless Business Solutions Pty. Ltd. (South Africa)
4
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-64167) pertaining to the 1998 Employee Stock Purchase Plan, in the
Registration Statement (Form S-8 No. 333-57781) pertaining to the 1997 Stock
Option Plan and the 1998 Non-Employee Directors' Stock Election Plan, in the
Registration Statement (Form S-8 No. 33-88426 and No. 333-27835) pertaining to
the 1994 Stock Option Plan and in the Registration Statement (Form S-8 No.
333-27831) pertaining to the 1996 Non-Employee Directors' Stock Option Plan and
the 1992 Outside Directors' Director Stock Unit Plan, of GTECH Holdings
Corporation of our report dated March 27, 2000, with respect to the consolidated
financial statements of GTECH Holdings Corporation included in the Annual Report
(Form 10-K) for the fiscal year ended February 26, 2000.
ERNST & YOUNG LLP
Boston, Massachusetts
May 1, 2000
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-64167) pertaining to the 1998 Employee Stock Purchase Plan and in
the Registration Statement (Form S-8 No. 333-57781) pertaining to the 1997 Stock
Option Plan and the 1998 Non-Employee Directors' Stock Election Plan and in the
Registration Statement (Form S-8 No. 33-88426 and No. 333-27835) pertaining to
the 1994 Stock Option Plan and in the Registration Statement (Form S-8 No.
333-27831) pertaining to the 1996 Non-Employee Directors' Stock Option Plan and
the 1992 Outside Directors' Director Stock Unit Plan, of GTECH Holdings
Corporation of our report dated March 23, 1998 with respect to the financial
statements of Camelot Group plc as of January 31, 1998 and February 1, 1997 and
for the years ended January 31, 1998 and February 1, 1997, which is included in
the Annual Report (Form 10-K) of GTECH Holdings Corporation for the fiscal year
ended February 26, 2000.
Price Waterhouse
Chartered Accountants
London, England
May 1, 2000
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