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As filed with the Securities and Exchange Commission on July 2, 1997 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
SCIENTIFIC GAMES HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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DELAWARE 13-3615274
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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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.
AMENDED AND RESTATED DIRECTORS' 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
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Title of securities to be registered Amount to be Proposed Proposed Amount of
registered maximum maximum registration
offering price aggregate offering fee (1)
per unit (1) price (1)
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Common Stock, par value $.001 per share 175,000 shares $20.8125 $ 3,642,187.50 $ 1,104
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(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 as of June 27, 1997.
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Pursuant to Instruction G of the General Instructions to Form S-8 under
the regulations of the Securities Act of 1933, as amended, the registrant hereby
incorporates by reference the Company's Registration Statement on Form S-8 (Reg.
No. 33-78322), as filed with the Commission on April 29, 1997, by which the
Company registered 100,000 shares of Common Stock issuable upon exercise of
options granted pursuant to the Plan.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
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Exhibit
Number Description
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5 Opinion of Smith, Gambrell & Russell, LLP
23.1 Consent of Smith, Gambrell & Russell, LLP, included in Exhibit 5
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
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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 ON FORM S-8 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED IN THE CITY OF ALPHARETTA, STATE OF GEORGIA, ON JUNE 30, 1997.
SCIENTIFIC GAMES HOLDINGS CORP.
By: /s/ William G. Malloy
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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.
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SIGNATURES TITLE DATE
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/s/ William G. Malloy President, Chief June 30, 1997
- --------------------- Executive Officer,
William G. Malloy Chairman of the
Board and Director
(Principal
Executive Officer)
/s/ William F. Behm Executive Vice June 30, 1997
- -------------------- President and
William F. Behm Director
/s/ Cliff O. Bickell Vice President, June 30, 1997
- -------------------- Treasurer and
Cliff O. Bickell Chief Financial
Officer (Principal
Financial and
Accounting Officer)
* Director June 30,1997
- --------------------
Paul F. Balser
* Director June 30, 1997
- -------------------
Mark E. Jennings
* Director June 30, 1997
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Frank S. Jones
* Director June 30, 1997
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Edith K. Manns
* Director June 30, 1997
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Dennis L. Whipple
* Signed pursuant to Power of Attorney by:
/s/ William G. Malloy
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William G. Malloy, as Attorney-In-Fact
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EXHIBIT 5
[SMITH, GAMBRELL & RUSSELL, LLP LETTERHEAD]
July 1, 1997
Scientific Games Holdings Corp.
1500 Bluegrass Lakes Parkway
Alpharetta, Georgia 30201
Re: Registration Statement on Form S-8
Amended and Restated Directors' Stock Option Plan
Ladies and Gentlemen:
We have served as counsel for Scientific Games Holdings Corp., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-8 (the "Registration Statement"), of an aggregate of 175,000 shares (the
"Shares") of the common stock, $.001 par value per share, of the Company (the
"Common Stock"), to be offered and sold by the Company pursuant to the
Scientific Games Holdings Corp. Amended and Restated Directors' Stock Option
Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of all
signatures on all originals and copies of documents we have examined, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all certified, conformed or photostatic copies. As to
questions of fact material and relevant to our opinion, we have relied upon
certificates or representations of Company officials and of appropriate public
officials.
We express no opinion as to matters under or involving laws of any
jurisdiction other than the State of Delaware and its political subdivisions.
Based upon and subject to the foregoing and having regard for such
legal considerations as we have deemed relevant, it is our opinion that:
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Scientific Games Holdings Corp.
July 1, 1997
Page 2
i. The Shares have been duly authorized; and
ii. Upon the issuance and delivery of the Shares upon the
exercise of options and payment therefor as provided in the
Plan and as contemplated in the Registration Statement, such
Shares will be legally and validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Howard E. Turner
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Howard E. Turner
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Exhibit 23.2 - Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Scientific Games Holdings Corp. pertaining to the Scientific Games
Holdings Corp. Amended and Restated Directors' Stock Option Plan of our report
dated January 29, 1997, with respect to the consolidated financial statements of
Scientific Games Holdings Corp. incorporated by reference in the Annual Report
(Form 10-K) for the year ended December 31, 1996.
Ernst & Young LLP
Atlanta, Georgia
June 25, 1997
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STATE OF NY
COUNTY OF NY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Mark E. Jennings, a Director
of SCIENTIFIC GAMES HOLDINGS CORP. (the "Company"), a Delaware corporation, do
constitute and appoint William G. Malloy and C. Gray Bethea, Jr., jointly and
severally, my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 relating to shares of the Company's Common Stock, $.001
par value, to be issued in connection with stock options granted or to be
granted pursuant to the Company's Amended and Restated Directors' Stock Option
Plan, and to file such Registration Statement, or cause such Registration
Statement to be filed with the Securities and Exchange Commission together with
all exhibits thereto and other documents necessary or incidental in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments (including post-effective amendments) and supplements to said
Registration Statement, incorporating such changes as any of the said
attorneys-in-fact deems appropriate, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day
of June 1997.
/s/ Mark E. Jennings
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MARK E. JENNINGS
ACKNOWLEDGEMENT
BEFORE me this 9th day of June 1997, came Mark E. Jennings, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Margo M. Farley
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NOTARY PUBLIC
State of NY
My Commission Expires:
May 4, 1998
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NOTARY SEAL
MARGO M. FARLEY
Notary Public, State of New York
No. 24-4891504
Qualified in Kings County
Commission Expires May 4, 1998
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STATE OF NY
COUNTY OF NY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Paul F. Balser, a Director of
SCIENTIFIC GAMES HOLDINGS CORP. (the "Company"), a Delaware corporation, do
constitute and appoint William G. Malloy and C. Gray Bethea, Jr., jointly and
severally, my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 relating to shares of the Company's Common Stock, $.001
par value, to be issued in connection with stock options granted or to be
granted pursuant to the Company's Amended and Restated Directors' Stock Option
Plan, and to file such Registration Statement, or cause such Registration
Statement to be filed with the Securities and Exchange Commission together with
all exhibits thereto and other documents necessary or incidental in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments (including post-effective amendments) and supplements to said
Registration Statement, incorporating such changes as any of the said
attorneys-in-fact deems appropriate, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day
of June 1997.
/s/ Paul F. Balser
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PAUL F. BALSER
ACKNOWLEDGEMENT
BEFORE me this 3rd day of June 1997, came Paul F. Balser, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Margo M. Farley
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NOTARY PUBLIC
State of NY
My Commission Expires:
May 4, 1998
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NOTARY SEAL
MARGO M. FARLEY
Notary Public, State of New York
No. 24-4891504
Qualified in Kings County
Commission Expires May 4, 1998
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Frank S. Jones, a Director of
SCIENTIFIC GAMES HOLDINGS CORP. (the "Company"), a Delaware corporation, do
constitute and appoint William G. Malloy and C. Gray Bethea, Jr., jointly and
severally, my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 relating to shares of the Company's Common Stock, $.001
par value, to be issued in connection with stock options granted or to be
granted pursuant to the Company's Amended and Restated Directors' Stock Option
Plan, and to file such Registration Statement, or cause such Registration
Statement to be filed with the Securities and Exchange Commission together with
all exhibits thereto and other documents necessary or incidental in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments (including post-effective amendments) and supplements to said
Registration Statement, incorporating such changes as any of the said
attorneys-in-fact deems appropriate, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day
of June 1997.
/s/ Frank S. Jones
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FRANK S. JONES
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STATE OF GEORGIA
COUNTY OF FULTON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Edith K. Manns, a Director of
SCIENTIFIC GAMES HOLDINGS CORP. (the "Company"), a Delaware corporation, do
constitute and appoint William G. Malloy and C. Gray Bethea, Jr., jointly and
severally, my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 relating to shares of the Company's Common Stock, $.001
par value, to be issued in connection with stock options granted or to be
granted pursuant to the Company's Amended and Restated Directors' Stock Option
Plan, and to file such Registration Statement, or cause such Registration
Statement to be filed with the Securities and Exchange Commission together with
all exhibits thereto and other documents necessary or incidental in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments (including post-effective amendments) and supplements to said
Registration Statement, incorporating such changes as any of the said
attorneys-in-fact deems appropriate, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3 day of
June 1997.
/s/ Edith K. Manns
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EDITH K. MANNS
ACKNOWLEDGEMENT
BEFORE me this 3rd day of June 1997, came Edith K. Manns, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as hre true act and deed.
/s/ Martha A. Martin
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NOTARY PUBLIC
State of Georgia
My Commission Expires:
Notary Public, DeKalb County, Georgia
My Commission Expires October 1, 2000
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NOTARY SEAL
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STATE OF ARKANSAS
COUNTY OF PULASKI
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Dennis L. Whipple, a Director
of SCIENTIFIC GAMES HOLDINGS CORP. (the "Company"), a Delaware corporation, do
constitute and appoint William G. Malloy and C. Gray Bethea, Jr., jointly and
severally, my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 relating to shares of the Company's Common Stock, $.001
par value, to be issued in connection with stock options granted or to be
granted pursuant to the Company's Amended and Restated Directors' Stock Option
Plan, and to file such Registration Statement, or cause such Registration
Statement to be filed with the Securities and Exchange Commission together with
all exhibits thereto and other documents necessary or incidental in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments (including post-effective amendments) and supplements to said
Registration Statement, incorporating such changes as any of the said
attorneys-in-fact deems appropriate, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day
of June 1997.
/s/ Dennis L. Whipple
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DENNIS L. WHIPPLE
ACKNOWLEDGEMENT
BEFORE me this 3rd day of June 1997, came Dennis L. Whipple,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.
Debby S. Nowell
--------------------------------
NOTARY PUBLIC
State of Arkansas
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My Commission Expires:
12/4/02
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NOTARY SEAL
