VIDEO LOTTERY TECHNOLOGIES INC/DE
8-K, 1997-12-31
CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS)
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                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K



                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934





       Date of Report (Date of earliest event reported): December 22, 1997


                          Powerhouse Technologies, Inc.
             (Exact name of registrant as specified in its charter)



 Delaware                          0-19322                  81-0470853
 (State or other                   (Commission              (I.R.S. Employer
jurisdiction                       File Number)             Identification No.)
of incorporation)



                     2311 So. 7th Avenue, Bozeman, MT 59715
              (Address of principal executive offices and zip code)


                                 (406) 585-6600
              (Registrant's telephone number, including area code)


                         Video Lottery Technologies, Inc.
                           (Former name of registrant)


                                                                          Page 1

<PAGE>



Item 5.    Other Events
           ------------

On December  22,  1997,  the Company  announced  that it will change its name to
Powerhouse Technologies,  Inc. (Nasdaq National Market: PWRH), effective January
1, 1998. The Company's press release is attached as Exhibit 99.1 hereto.

Item 7.    Financial Statements and Exhibits
           ---------------------------------

   (c)  Exhibits.

          Exhibit 3.(i)    Certificate of Amendment to Certificate of
                           Incorporation filed with the State of Delaware
                           Secretary of State on December 22, 1997.

          Exhibit 99.1     The Company's Press Release dated December 22,1997.

                                                                          Page 2

<PAGE>




                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    VIDEO LOTTERY TECHNOLOGIES, INC.



Date:  December 31, 1997            /s/ Janet M. Bjork
                                    --------------------
                                    Janet M. Bjork
                                    Assistant Secretary
                                    (Authorized to sign on behalf of Registrant)




                                                                          Page 3

<PAGE>



                                  EXHIBIT INDEX


Exhibit                                                                  Page
Number     Description                                                   Number
- ------     -----------                                                   ------


3.(i)      Certificate of Amendment to Certificate of Incorporation        5

99.1       Press Release dated December 22, 1997                           6






                                                                          Page 4





Exhibit 3.(i)
                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 12:07 PM 12/22/1997
                                                             971442343 - 2263871

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                        VIDEO LOTTERY TECHNOLOGIES, INC.

         I,  Richard  M.  Haddrill,   President,  Chief  Executive  Officer  and
Treasurer of Video Lottery Technologies, Inc., hereby certify that the following
amendment has been duly adopted  pursuant to Section 242 of the Delaware General
Corporation Law.

         Article  1 of the  Company's  Certificate  of  Incorporation  is hereby
amended to read as follows:

         ARTICLE 1. The name of this corporation is Powerhouse Technologies, 
         ---------- 
Inc.

                                /s/ Richard M. Haddrill
                                Richard M. Haddrill
                                President, Chief Executive Officer and Treasurer

STATE OF MONTANA                    )
                                    : ss.
County of Gallatin                  )

     On this 19 day of December, 1997 before me, a notary public in and for said
State,  personally appeared Richard M. Haddrill known to me to be the President,
Chief Executive Officer and Treasurer of Video Lottery  Technologies,  Inc., the
person who subscribed this document and who  acknowledged to me the execution of
the same.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year first above written.

                                          /s/ Vicki L. Consoli
                                          Notary Public for the State of Montana
                  ( S E A L )             Residing at Bozeman, Montana
                                          My commission expires:   1/2/98
                                                                ------------


                                                                          Page 5




Exhibit 99.1

 FROM:     VIDEO LOTTERY TECHNOLOGIES, INC.
           115 Perimeter Center            2311 South 7th Avenue
           Atlanta, GA  30346              Bozeman, MT 59715
                                           Jay Schuttler (406)585-6607
                                           Email: [email protected]
                                           Web site address: www.vlt.com

    The MWW Group
    Public Relations - Tel. (201) 507-9500
    Contact:     Laurie Terry Fern - Email: [email protected]
                 Bob Sommer - Email: [email protected]
     ----------------------------------------------------------------
                                                           FOR IMMEDIATE RELEASE
VIDEO LOTTERY TECHNOLOGIES, INC. ANNOUNCES NAME CHANGE TO
POWERHOUSE TECHNOLOGIES, INC., EFFECTIVE JANUARY 1, 1998

                Powerhouse Name Demonstrates Company's Leadership
                       in World's Gaming Technology Market

     ATLANTA,  December  22, 1997 - Video  Lottery  Technologies,  Inc.  (Nasdaq
National  Market:  VLTS),  announced  today  that it  will  change  its  name to
Powerhouse Technologies,  Inc. (Nasdaq National Market: PWRH), effective January
1, 1998.
     According  to  Richard  M.  Haddrill,  President  and CEO of Video  Lottery
Technologies,  Inc.,  "The name change is being made because the corporation has
simply outgrown the scope of its original name. Although we remain the worldwide
leader in supplying the video lottery industry,  we now are a dominant player in
on-line lottery systems,  casino gaming markets, and pari-mutuel systems, and we
are also in the process of opening our first racetrack casino.
     "The name Powerhouse  Technologies better represents the broad scope of our
leading edge technology,"  continued Haddrill,  "as well the strength and energy
of our management and employees." 


                                     -more-

                                                                          Page 6

<PAGE>


POWERHOUSE
TAKE 2-2

     "This  has  been a year  of  great  excitement  and  profitability  for our
company.  We  have  delivered  on  the  promises  made  last  year  to  increase
shareholder  value and have emerged as a stronger,  more focused  company," said
Haddrill.  "We remain committed to building  long-term  shareholder  value as we
enter 1998."
     The Company's  main  operating  subsidiaries  -- AWI, VLC,  United Tote and
Sunland Park racetrack -- will continue to maintain their  identities  under the
Powerhouse Technologies umbrella.
     Video Lottery  Technologies,  Inc.,  through its  subsidiaries -- Automated
Wagering  International,  Inc. (AWI), United Tote Company, VLC, Inc. and Sunland
Park racetrack-- is one of the leading suppliers of system software,  equipment,
and related  services for on-line  lotteries,  video  lotteries and  pari-mutuel
systems  throughout  the world,  and a  manufacturer  and  distributor of gaming
devices for casinos.  Presently,  the subsidiaries' equipment and systems are in
operation in the United States, Canada, Australia, Europe, South America and the
Caribbean.
                                       ###

     The  private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for  forward-looking  statements.  Some  statements  in this release are
forward-looking  and are  subject  to  certain  risks and  uncertainties.  These
include,  but  are not  limited  to,  economic  conditions,  changes  in laws or
regulations,  demand for the  products  and  services  of the  Company,  and the
effects of competition. These risks and uncertainties could significantly affect
anticipated  results in the future and actual results may differ materially from
any  forward-looking  statements.  For more information on the potential factors
which  could  affect the  Company's  business  and  financial  results,  see the
Company's  filings with the  Securities and Exchange  Commission,  including the
annual  report  on Form  10- K dated  December  31,  1996 and  Form  10-Q  dated
September 30, 1997.


                                                                          Page 7

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