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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1996.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
SCIENTIFIC GAMES HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3615274
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 BLUEGRASS LAKES PARKWAY
ALPHARETTA, GEORGIA 30201
(404) 664-3700
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
SCIENTIFIC GAMES HOLDINGS CORP.
1996 KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the Plan)
WILLIAM G. MALLOY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SCIENTIFIC GAMES HOLDINGS CORP.
1500 BLUEGRASS LAKES PARKWAY
ALPHARETTA, GEORGIA 30201
(404) 664-3700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________
Copies to:
HOWARD E. TURNER, ESQ.
SMITH, GAMBRELL & RUSSELL
SUITE 3100, PROMENADE II
1230 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30383-2501
(404) 815-3500
____________
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
________________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
(1) (1) (1)
________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 600,000 $33.125 $19,875,000 $6,853.45
par value $.001
per share
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to the provisions of Rule 457(c) & (h)(1) under the Securities Act of
1933, as amended (the "Securities Act"). Based on prices on the NASDAQ
National Market System as reported in The Wall Street Journal as of June 10,
1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Registration
Statement and its Prospectus the following documents:
(a) 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").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(c) The description of the Company's Common Stock included in its
Registration Statement on Form 8-A/A-1 filed with the Commission pursuant to
Section 12(g) of the Exchange Act.
(d) The text of the 1996 Key Employee Stock Option Plan set forth as
Exhibit A to its definitive Proxy Statement for its Annual Meeting held May 3,
1996, filed with the Commission on April 1, 1996; and
(e) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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 this prospectus and to be a part hereof from
the date 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 modifies or supersedes such
statement. Any such statement so modified or superseded shall be deemed,
except as so modified and superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Registrant's Amended and Restated By-laws provides for
indemnification of directors and officers pursuant to Section 145 of the
Delaware General Corporation Law ("GCL"). Section 145 of the GCL generally
grants corporations the power to indemnify their directors, officers, employees
and agents of a corporation in accordance with the provisions thereof.
In accordance with Section 102(a)(7) of the GCL, Article VIII of the
Registrant's Restated Certificate of Incorporation eliminates the personal
liability of directors to Registrant or its shareholders for monetary damages
for breach of fiduciary duty as a director with certain limited exceptions set
forth in Section 102(a)(7) of the GCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Description
- ------------------------------------------------------------------------------
5.1 Opinion of Smith, Gambrell & Russell
23.1 Consent of Smith, Gambrell & Russell, included in
Exhibit 5.1
23.2 Consent of Ernst & Young LLP
ITEM 9. UNDERTAKINGS.
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 to include any material
information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in
this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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; and
(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.
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The undersigned registrant hereby undertakes 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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 therein, 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 provisions of the Company's By-Laws, or otherwise, the
Company has been advised that in the opinion of the 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 the payment by the registrant 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 of 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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SIGNATURES
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 ALPHARETTA, STATE OF GEORGIA, ON JUNE 12, 1996.
SCIENTIFIC GAMES HOLDINGS CORP.
By: /s/ William G. Malloy
-------------------------------
William G. Malloy, President
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
--------------------- ------------------- -------------
<S> <C> <C>
/s/ William G. Malloy President, Chief June 12, 1996
--------------------- Executive Officer,
William G. Malloy Chairman of the
Board and Director
(Principal
Executive Officer)
/s/ William F. Behm Executive Vice June 12, 1996
--------------------- President and
William F. Behm Director
/s/ Cliff O. Bickell Vice President, June 12, 1996
--------------------- Treasurer and
Cliff O. Bickell Chief Financial
Officer (Principal
Financial and
Accounting Officer)
/s/ Paul F. Balser Director June 12, 1996
---------------------
Paul F. Balser
/s/ Mark E. Jennings Director June 12, 1996
---------------------
Mark E. Jennings
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<TABLE>
<S> <C> <C>
/s/ Frank S. Jones Director June 12, 1996
---------------------
Frank S. Jones
/s/ Edith K. Manns Director May 15, 1996
---------------------
Edith K. Manns
/s/ Dennis L. Whipple Director May 15, 1996
---------------------
Dennis L. Whipple
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Smith, Gambrell & Russell
23.1 Consent of Smith, Gambrell & Russell,
included in Exhibit 5.1
23.2 Consent of Ernst & Young LLP
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EXHIBIT NO. 5.1
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June 12, 1996
Board of Directors
Scientific Games Holding Corp.
1500 Bluegrass Lakes Parkway
Alpharetta, Georgia 30201
Re: Scientific Games Holdings Corp. Registration
Statement on Form S-8 for 1996 Key Employee
Stock Option Plan, No. 33-____________
Gentlemen:
In connection with the registration of 600,000 shares of the Common Stock,
par value $.001 (the "Securities") of Scientific Games Holdings Corp. (the
"Company") issuable under the Company's 1996 Key Employee Stock Option Plan, we
have examined the following:
1. A copy of Registration Statement No. 33-____________ to be
filed with the Securities and Exchange Commission on or about June
12, 1996, and the Exhibits to be filed with and as a part of said
Registration Statement;
2. A copy of the First Amended and Restated Certificate of
Incorporation of the Company and an amendment thereto as referred to
in said Registration Statement;
3. A copy of the Second Amended and Restated By-Laws of the
Company as referred to in said Registration Statement;
4. Copies of the minutes of meetings of the Board of Directors
of the Company or committees thereof, deemed by us to be relevant to
this opinion.
Further in connection with this matter, we have reviewed certain of the
Company's proceedings with respect to the authorization of the issuance of such
Securities and with respect to the filing of said Registration Statement.
Based on the foregoing, it is our opinion that:
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Board of Directors
June 12, 1996
Page 2
(i) the Company is a corporation in good standing, duly organized
and validly existing under the laws of the State of Delaware;
(ii) the necessary corporate proceedings and actions legally
required for the registration of the Securities have been held and
taken;
(iii) the issuance and sale of the Securities has been duly and
validly authorized; and
(iv) the shares of Common Stock of the Company when issued will be
fully paid, non-assessable and free of preemptive rights.
We consent to the filing of this opinion as an Exhibit to the
aforementioned Registration Statement on Form S-8. In giving this consent, we
do not thereby admit we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
SMITH, GAMBRELL & RUSSELL
/s/ Howard E. Turner
Howard E. Turner
HET/wp
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EXHIBIT NO. 23.2
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Scientific Games Holdings Corp. 1996 Key Employee
Stock Option Plan of our report dated January 26, 1996, with respect to the
consolidated financial statements and schedule of Scientific Games Holdings
Corp. Included in the Annual Report (Form 10-K) for the year ended December 31,
1995 filed with the Securities and Exchange Commission.
Ernst & Young LLP
/s/ Ernst & Young LLP
June 10, 1996
Atlanta, Georgia
