As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
POWERHOUSE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 81-0470853
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
2311 South 7th Avenue
Bozeman, MT 59715
(Address of principal executive offices) (Zip Code)
(406) 585-6600
(Registrant's telephone number, including area code)
POWERHOUSE TECHNOLOGIES, INC. 1991 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Richard M. Haddrill Copy to:
Chief Executive Officer,
President, and Treasurer Michael Rosenzweig
Powerhouse Technologies, Inc. Rogers & Hardin
2311 South 7th Avenue 2700 International Tower
Bozeman, MT 59715 229 Peachtree Street NE
(Name and Address of agent for service) Atlanta, GA 30303
(406) 585-6600
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate offering Amount of
to be registered registered per share(1) price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 402,717(2) * * $1,306.82
</TABLE>
- ----------
(1) Pursuant to Rule 457(c), the registration fee for the 402,717 additional
shares issuable pursuant to the Plan is based upon a price of $11.00 per
share, the average of the high and low sales price for the common stock on
January 12, 1998.
(2) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus which constitutes a part of this Registration Statement also
relates to an aggregate of 200,000 shares of the Registrant's common stock
registered on a registration statement on Form S-8, Registration No.
333-41946, filed with the Commission on July 29, 1991 and an aggregate of
97,283 shares of the Registrant's common stock registered on a
registration statement on Form S-8, Registration No. 333-24797, filed with
the Commission on April 9, 1997.
This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission.
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
have been or will be sent or given to participants in the Employee Stock
Purchase Plan as specified by Rule 428(b)(1) under the Securities Act of 1933,
as amended (the "Securities Act").
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Powerhouse Technologies, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference in this registration
statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;
(c) The Company's Current Report on Form 8-K, filed with the
Commission on February 7, 1997;
(d) The Company's Current Report on Form 8-K, filed with the
Commission on August 6, 1997;
(e) The Company's Current Report on Form 8-K, filed with the
Commission on December 31, 1997;
(f) The Company's Proxy Statement dated October 15, 1997 related to
the Annual Meeting of Stockholders held on November 14, 1997; and
(g) The description of the Common Stock contained in the Registration
Statement on Form 8-A filed with the Commission on June 3, 1991 under
Section 12(g) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modified or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts
None
2
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in summary, that the directors and officers of the Company may, under certain
circumstances, be indemnified by the Company against all expenses incurred by or
imposed upon them as such directors and officers, or as directors or officers of
any other organization at the request of the Company, if they act in good faith
and in a manner they reasonably believe to be in or not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
have no reasonable cause to believe their conduct was unlawful, except that no
indemnification shall be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Company
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Section 145 of the DGCL also provides that directors and officers of the
Company are entitled to such indemnification by the Company to the extent that
such persons are successful on the merits or otherwise in defending any such
action, suit or proceeding. The Company's Bylaws provide for the indemnification
by the Company of officers and directors to the fullest extent permitted by
Section 145 of the DGCL.
The Company has entered into or intends to enter into agreements to
indemnify its directors and officers in addition to the indemnification provided
for in the Bylaws. These agreements, among other things, indemnify the Company's
directors and officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by such person in any action by
or in the right of the Company, on account of services as a director or officer
of the Company or as a director or officer of any subsidiary of the Company, or
as a director of any other company or enterprise that the person provides
services to at the request of the Company. The Company believes that these
provisions and agreements are necessary to attract and retain qualified persons
as directors and officers.
The Company has obtained, at its expense, liability insurance for its
directors and officers. The insurance covers certain liabilities of the
Company's directors and officers arising out of actions taken in their official
capacities, subject to certain exclusions. As of the date hereof coverage limits
of the liability insurance were an aggregate of $5 million.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The exhibits to this registration statement are listed on the Exhibit Index
included elsewhere herein.
Item 9. Undertakings.
The Company hereby undertakes:
(a) 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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(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.
3
<PAGE>
(b) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment to this 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.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
this offering.
(d) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the Company of expenses incurred
or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the Requirements of the Securities Act, the Company 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 Bozeman, State of Montana, on January 16, 1998
POWERHOUSE TECHNOLOGIES, INC.
/s/Richard M. Haddrill
By: ____________________________________
Richard M. Haddrill, Chief Executive
Officer, President and Treasurer
4
<PAGE>
Pursuant to the requirements of the Securities Act , this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard M. Haddrill
- ----------------------- Chief Executive Officer, January 16, 1998
Richard M. Haddrill President, Treasurer and Director
(Principal Executive Officer)
/s/ Susan Carstensen
- ----------------------- Chief Financial Officer January 16, 1998
Susan Carstensen (Principal Financial Officer)
/s/ Richard M. Burt
- ----------------------- Chairman and Director January 16, 1998
Richard M. Burt
/s/ James J. Davey
- ----------------------- Vice Chairman and Director January 16, 1998
James J. Davey
/s/ Patricia Becker
- ----------------------- Director January 16, 1998
Patricia Becker
/s/ John Hardesty
- ----------------------- Director January 16, 1998
John Hardesty
/s/ William Spier
- ----------------------- Director January 16, 1998
William Spier
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page No. in
Sequentially
Exhibit No. Description of Exhibit Numbered Copy
<S> <C> <C> <C>
4.1 Certificate of Incorporation of the Company (incorporated by Incorporated by Reference
reference to Exhibit 3.2 to the 1991 Registrant's
Registration Statement on Form S-1 (Registration No.
33-41000) filed on July 24, 1991 (the "Form S-1") as amended
as reported on Form 8-K filed December 31, 1997
(File No. 000-19322).
4.2 Bylaws of the Company (incorporated by reference to Exhibit Incorporated by Reference
3.2 to the Form S-1.
5.0 Opinion of Rogers & Hardin LLP 7
23.1 Consent of KPMG Peat Marwick LLP 9
23.2 Consent of Rogers & Hardin LLP (included in Exhibit 5.1 to 7
this Registration Statement).
</TABLE>
6
Exhibit 5.0 and Exhibit 23.2
[The following text appears as letterhead:
Rogers & Hardin
Attorneys at Law
2700 International Tower, Peachtree Center
229 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 522-4700
TELEX: 54-2335
TELECOPIER: (404) 525-2224]
January 16, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Powerhouse Technologies, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Powerhouse Technologies, Inc., (the "Company")
in connection with the filing by the Company of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") registering under the Securities Act of 1933, as amended (the
"Act"), 402,717 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), of the Company issuable in connection with the Company's 1991 Stock
Purchase Plan, as amended (the "Plan"). (All such shares of Common Stock are
referred to herein as the "Shares".)
The opinion hereinafter set forth is given pursuant to Item 8 of Form S-8
and Item 601 of Regulation S-K. Such opinion is given solely for the benefit of
the Commission, may be relied upon only by the Commission in connection with the
Registration Statement and may not be used, circulated, quoted or referred to by
or filed with any other person or entity, including any other governmental unit
or agency, without first obtaining the express written consent of this firm.
In giving the opinion hereinafter set forth, we have examined the minutes
of the proceedings of the stockholders and the Board of Directors of the
Company, the Plan and such other agreements, documents, instruments and records
as we deemed necessary or appropriate under the circumstances for us to express
the opinion hereinafter set forth. As to various factual matters that are
material to our opinion, we have relied upon certificates of officers of the
Company and certificates of various public officials. In making the foregoing
examinations, we assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies, the authority of the
person or persons who executed each of such documents on behalf of any person or
entity other than the Company, the correctness and accuracy of all certificates
of officers of the Company and the correctness and accuracy of all certificates
of various public officials.
We are members of the Bar of, and are admitted to practice only in, the
State of Georgia. Accordingly, we express no opinion herein as to the laws of
any jurisdiction other than the United States, the State of Georgia and the
Delaware General Corporation Law (the "DGCL"). To the extent that any of the
opinions contained herein requires consideration of the laws of a state other
than the State of Georgia or the DGCL, we have assumed, with your permission,
that the laws of such state are the same as the laws of the State of Georgia.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the Plan against payment in full of the
purchase price therefor, will be validly issued, fully paid and nonassessable.
Our conclusions are limited to the matters expressly set forth as our
"opinion" in the immediately preceding paragraph, and no opinion is implied or
is to be inferred beyond the matters expressly so stated. Such opinion is given
as of the date hereof, and we expressly decline any undertaking to revise or
update such opinion subsequent to the date hereof or to advise the Commission of
any matter arising subsequent to the date hereof that would cause us to modify,
in whole or in part, such opinion.
7
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Rogers & Hardin
-------------------
ROGERS & HARDIN
8
Exhibit 23.1
[The following text appears as letterhead:
KPMG Peat Marwick LLP
1000 First Interstate Center
401 N. 31st Street
P.O. Box 7108
Billings, MT 59103]
Independent Accountants' Consent
--------------------------------
The Board of Directors and Stockholders
Powerhouse Technologies, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Powerhouse Technologies, Inc. (formerly Video Lottery Technologies,
Inc.) 1991 Employee Stock Purchase Plan of our report dated February 28, 1997
with respect to the consolidated balance sheets of Video Lottery Technologies,
Inc. and subsidiaries, as of December 31, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1996, which report
appears in the Form 10-K of Video Lottery Technologies, Inc. dated March 27,
1997.
/s/ KPMG Peat Marwick LLP
- -------------------------
Billings, Montana
January 15, 1998
9
