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As filed with the Securities and Exchange Commission on June 15, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERLOTT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1297916
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(State of Incorporation) (I.R.S. Employer Identification No.)
7697 Innovation Way, Mason, Ohio 45040
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(Address of Principal Executive Offices) (Zip Code)
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EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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Patricia O. Lowry, Esq.
Taft, Stettinius & Hollister LLP
425 Walnut Street
Cincinnati, Ohio 45202
(513) 381-2838
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price offering registration
registered (1) per share (2) price (2) fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 25,000 $5.88 $147,000 $38.81
value shares
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</TABLE>
(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock of Interlott Technologies, Inc. as may
become issuable with respect to all or any of such shares pursuant to
antidilution provisions in the plan.
(2) Inserted solely for purposes of computing the registration fee and based,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the average of the high and low sales prices of the Common Stock on June
12, 2000, on the American Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are incorporated by reference into and
made a part of this registration statement. In addition, all documents
subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and to
be part thereof from the date of filing of such documents.
(a) The registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1999;
(b) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since December
31, 1999; and
(c) The description of the registrant's Common Stock contained
in its registration statement on Form 8-A under Section 12
of the Exchange Act (Registration No. 1-12986), including
any amendment or report filed for the purpose of updating
such description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Company to the extent permitted
by the General Corporation Law of Delaware (the "GCL"), except that such a
person may only be indemnified in connection with a proceeding initiated by that
person if the proceeding was authorized by the Board of Directors of the
Company. Section 145 of the GCL provides for indemnification of directors and
officers from and against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement reasonably incurred by them in connection with
any civil, criminal, administrative or investigative claim or proceeding
(including civil actions brought as derivative actions by or in the right of the
corporation but only to the extent of expenses reasonably incurred in defending
or settling such actions) in which they may become involved by reason of being a
director or officer of the corporation if the director or officer acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of the corporation and, in addition, in criminal actions, if
he had no reasonable cause to believe his conduct to be unlawful. If, in an
action
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brought by or in the right of the corporation, the director or officer is
adjudged to be liable for negligence or misconduct in the performance of his
duty, he will only be entitled to such indemnity as the court finds to be
proper. Persons who are successful in defense of any claim against them are
entitled to indemnification as of right against expenses actually and reasonably
incurred in connection therewith. In all other cases, indemnification shall be
made (unless otherwise ordered by a court) only if the board of directors,
acting by a majority vote of a quorum of disinterested directors, independent
legal counsel or holders of a majority of the shares entitled to vote determines
that the applicable standard of conduct has been met. Section 145 also provides
such indemnity for directors and officers of a corporation who, at the request
of the corporation, act as directors, officers, employees or agents of other
corporations, partnerships or other enterprises.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5 Opinion of Counsel
23.1 Consent of Grant Thornton LLP
23.2 Consent of KPMG LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
*(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration
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statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
*(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
*(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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*Paragraph references correspond to those of Regulation S-K, Item 512.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mason, State of Ohio as of the 14th day of June,
2000.
INTERLOTT TECHNOLOGIES, INC.
By: /s/ David F. Nichols
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David F. Nichols
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
as of the 14th day of June, 2000.
Signature Title
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/s/ L. Rogers Wells, Jr. Chairman of the Board
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L. Rogers Wells, Jr.
/s/ David F. Nichols President, Chief Executive Officer and
------------------------------------- Director (principal executive officer)
David F. Nichols
/s/ Dennis W. Blazer Chief Financial Officer
------------------------------------- (principal financial and accounting
Dennis W. Blazer officer)
/s/ Gary S. Bell* Director
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Gary S. Bell
/s/ Kazmier J. Kasper* Director
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Kazmier J. Kasper
/s/ H. Jean Marshall* Director
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H. Jean Marshall
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/s/ Edmund F. Turek Director
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Edmund F. Turek
/s/ John J. Wingfield* Director
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John J. Wingfield
*Pursuant to Power of Attorney
By: /s/ David F. Nichols
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David F. Nichols, Attorney-in-Fact
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