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Commission File No._____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCIENTIFIC GAMES HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3615274
(State of incorporation or organization) (I.R.S. Employer
Identification no.)
1500 Bluegrass Lakes Parkway
Alpharetta, Georgia 30201
(Address of principal executive offices)
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If this Form relates to the registration of a class of If this Form relates to the registration of a
debt securities and is effective upon filing pursuant class of debt securities and is to become
to General Instruction A(c)(1) please check the effective simultaneously with the effectiveness
following box [ ]. of a concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box [ ].
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of Each Class Name of Each Exchange on Which
to be so registered Each Class is to be Registered
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Common Stock, par value $0.001 New York Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the securities registered hereunder comparable
to that required by Item 1 of Form 8-A is set forth under the caption
"Description of Capital Stock: Common Stock" in the Final Prospectus
contained in the Registration Statement on Form S-1 (No. 33-75168), as
declared effective by the Commission on March 4, 1994, and is hereby
incorporated by reference in answer to this Item 1. No subsequent
filing was required or made under Rule 424. Copies of the description
of securities as contained in the above-referenced Prospectus are
being filed with the New York Stock Exchange.
ITEM 2. EXHIBITS.
Exhibits filed with the Commission:
None.
Exhibits filed with the New York Stock Exchange:
The following exhibits are exhibits only to the copy of this
Registration Statement being filed with the exchange on which the securities
covered by this Registration Statement are to be registered and are not filed
with or incorporated by reference in copies of this Registration Statement
filed with the Commission.
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Exhibit
Number Description
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1. The Company's Annual Report on Form 10-K for the year ended December 31, 1995,
filed with the Securities and Exchange Commission (the "Commission") pursuant to
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act").
2. The Company's Quarterly Report on Form 10-Q for the quarters ended March 31,
1996 and June 30, 1996.
3. The Company's Definitive Proxy Statement, dated March 25, 1996, filed with the
Commission in connection with meeting of stockholders held on May 3, 1996.
4(a). The Company's First Amended and Restated Articles of Incorporation, as amended to
date, with Certificate of Retirement.
4(b). The Company's Second Amended and Restated By-laws.
5. Form of Specimen Certificate for Common Stock.
6. The Company's Annual Report to Stockholders for the year ended December 31,
1995.
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration to be signed on
its behalf by the undersigned, thereto duly authorized.
SCIENTIFIC GAMES HOLDINGS CORP.
(Registrant)
Date: August 22, 1996 By: /s/ Cliff O. Bickell
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Cliff O. Bickell
Vice President and
Chief Financial Officer
