As filed with the Securities and Exchange Commission on December 31, 2001
Registration No. 333- 67928
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8 TO
FORM S-4 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNATIONAL GAME TECHNOLOGY
(Exact name of registrant as specified in its charter)
Nevada 88-0173041
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9295 Prototype Drive, Reno, Nevada 89511
(Address, including zip code, of principal executive offices)
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ANCHOR GAMING 1995 EMPLOYEE STOCK OPTION PLAN
ANCHOR GAMING 2000 STOCK INCENTIVE PLAN
(Full Title of the Plans)
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Sara Beth Brown
Senior Vice President and General Counsel
International Game Technology
9295 Prototype Drive, Reno, Nevada 89511
(775) 448-7777
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
J. Jay Herron, Esq.
O'Melveny & Myers LLP
114 Pacifica, Suite 100, Irvine, California 92618-3318
CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of registration
be registered registered offering price per unit aggregate offering price fee
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Common Stock, par 2,212,584 shares(1)(2) (3) (3) (3)
value $0.000625 per
share
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(1) Represents the number of shares of common stock, par value $0.000625 per
share, of International Game Technology (the "Common Stock") issuable
pursuant to the Anchor Gaming 1995 Employee Stock Option Plan and the Anchor
Gaming 2000 Stock Incentive Plan (together, the "Plans"), which
International Game Technology (the "Company") has assumed pursuant to an
Agreement and Plan of Merger dated as of July 8, 2001 among the Company, NAC
Corporation and Anchor Gaming (the "Merger Agreement"). The number of shares
of Common Stock to be registered is based upon the number of shares of
common stock of Anchor Gaming that were issuable pursuant to the Plans
before the effective time of the merger described in the Merger Agreement
(the "Merger") multiplied by the exchange ratio in the Merger.
(2) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire
the shares of Common Stock covered by the Prospectus and, pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the "Securities Act"),
an additional indeterminate number of shares, options and rights which by
reason of certain events specified in the Plans may become subject to the
Plans.
(3) Previously paid.
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EXPLANATORY NOTE
The Company hereby amends its Registration Statement on Form S-4 as
filed with the Securities and Exchange Commission (the "Commission") on August
20, 2001 (as amended to date, the "Form S-4 Registration Statement") by filing
this Post-Effective Amendment No. 1 on Form S-8 relating to up to 2,212,584
shares of Common Stock issuable pursuant to the provisions of the Plans.
Pursuant to the Merger Agreement, the Company assumed the outstanding options
under the Plans upon completion of the Merger. In the Merger, each share of
common stock of Anchor Gaming issued and outstanding immediately prior to the
effective time of the Merger was converted into the right to receive one share
of Common Stock. Before the Merger, 2,212,584 shares of Anchor Gaming common
stock were issuable in respect of stock options outstanding under the Plans. The
shares of Common Stock registered on the Form S-4 Registration Statement
included 2,212,584 shares expected to be issuable under the Plans after the
effective time of the Merger.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities Act Rule 428(b)(1). Such documents need not
be filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability required by Item 2
of Form S-8, and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company filed with the Commission
are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended September
29, 2001;
(b) Current Report on Form 8-K filed on November 9, 2001; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-3 filed with the
Commission on February 16, 1994.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is 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 not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the original issuance of the Common Stock
registered hereby is passed on for the Company by Sara Beth Brown. Ms. Brown is
the Senior Vice President and General Counsel of the Company. Ms. Brown is
compensated by the Company as an employee and is the holder of options to
acquire shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection 1 of Section 78.7502 of the Nevada General Corporation
Law (the "Nevada Law") empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement
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actually and reasonably incurred by him in connection with such action, suit or
proceeding if he is not liable pursuant to Section 78.138 of the Nevada Law or
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Section 78.128 of the Nevada Law provides that, with certain
exceptions, a director or officer is not individually liable to the corporation
or its stockholders for any damages as a result of any act or failure to act in
his capacity as a director or officer unless it is proven that (i) his act or
failure to act constituted a breach of his fiduciary duties as a director or
officer, and (ii) his breach of those duties involved intentional misconduct,
fraud or a knowing violation of the law.
Subsection 2 of Section 78.7502 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses,
including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted under similar standards, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged by a court of competent jurisdiction to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which such action or suit was brought
determines that, despite the adjudication of liability, such person is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper.
Section 78.7502 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (1) and (2), or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith. Section 78.751 of the Nevada Law provides that the
indemnification provided for by Section 78.7502 shall not be deemed exclusive or
exclude any other rights to which the indemnified party may be entitled and that
the scope of indemnification shall continue as to directors, officers, employees
or agents who have ceased to hold such positions, and to their heirs, executors
and administrators. Section 78.752 of the Nevada Law empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such whether or not
the corporation would have the power to indemnify him against such liabilities
under Section 78.7502.
Section 4.10 of the Bylaws of the Company provides for
indemnification of its officers and directors, substantially identical in scope
to that permitted under the above Sections of the Nevada Law. The Bylaws
provide, pursuant to Subsection 2 of Section 78.751, that the expenses of
officers and directors incurred in defending any action, suit or proceeding,
whether civil or criminal, must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
delivery, if required by Nevada law, of an undertaking by or on behalf of the
director or officer to repay all amounts so advanced if it is ultimately
determined by a court of competent jurisdiction that the officer or director is
not entitled to be indemnified by the corporation. The Company also enters into
indemnification agreements consistent with Nevada law with certain of its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference 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.
(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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
or otherwise, the registrant 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 registrant in the successful defense of any action, suit or
proceeding) is asserted by such director,
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officer or controlling person in connection with the securities being
registered, the registrant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Reno, State of Nevada, on the 21st day of December,
2001.
By: /s/ Maureen T. Mullarkey
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Maureen T. Mullarkey
Senior Vice President of Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature Title Date
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* Chief Executive Officer, President December 21, 2001
----------------------------- and Chief Operating Officer
G. Thomas Baker (principal executive officer)
/s/ Maureen T. Mullarkey Senior Vice President of Finance, December 21, 2001
----------------------------- Chief Financial Officer & Treasurer
Maureen T. Mullarkey (principal financial officer and
accounting officer)
* Chairman of the Board of Directors December 21, 2001
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Charles N. Mathewson
* Director December 21, 2001
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Robert A. Bittman
* Director December 21, 2001
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Wilbur K. Keating
* Director December 21, 2001
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Robert Miller
* Director December 21, 2001
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Frederick B. Rentschler
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Director
Thomas J. Matthews
Director
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Richard R. Burt
* By: /s/ Maureen T. Mullarkey
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Maureen T. Mullarkey
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Anchor Gaming 1995 Employee Stock Option Plan.
4.2 Anchor Gaming 2000 Stock Incentive Plan.
5* Opinion of General Counsel of International Game Technology as to
the legality of the securities being issued.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of General Counsel of International Game Technology
(included in Exhibit 5).
24* Powers of Attorney.
* Previously filed with the Form S-4 Registration Statement.