As filed with the Securities and Exchange Commission on March 8, 2005
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
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INTERNATIONAL GAME TECHNOLOGY
(Exact Name of Registrant as Specified in its Charter)
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Nevada 88-0173041
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9295 Prototype Drive
Reno, Nevada 89521
(Address, Including Zip Code, of Principal Executive Offices)
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INTERNATIONAL GAME TECHNOLOGY
2002 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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David D. Johnson, Esq.
Executive Vice President, General Counsel and Secretary
International Game Technology
9295 Prototype Drive
Reno, Nevada 89521
(775) 448-7777
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copy to:
J. Jay Herron, Esq.
O'Melveny & Myers LLP
114 Pacifica, Suite 100
Irvine, California 92618-3315
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered per unit price fee
registered
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Common Stock, 9,000,000(1) $30.21(2) $271,890,000(2) $32,002(2)
$0.00015625 par shares
value per share
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(1) This Registration Statement covers, in addition to the number of shares of
International Game Technology, a Nevada corporation (the "Company" or the
"Registrant"), common stock, par value $0.00015625 per share (the "Common
Stock"), stated above, options and other rights to purchase or acquire the
shares of Common Stock covered by this Registration Statement 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 that may be offered or issued pursuant to the International Game
Technology 2002 Stock Incentive Plan, as amended (the "Plan"), as a result
of one or more adjustments under the Plan to prevent dilution resulting
from one or more stock splits, stock dividends or similar transactions.
(2) Pursuant to Securities Act Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were calculated based
upon the average of the high and low prices of the Common Stock on March 4,
2005, as quoted on the New York Stock Exchange. The Exhibit Index for this
Registration Statement is at page 7.
EXPLANATORY NOTE
This Registration Statement is filed by the Company to register additional
securities issuable pursuant to the Plan and consists of only those items
required by General Instruction E to Form S-8.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Securities Act Rule
428(b)(1).
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 Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Company's Registration Statement on Form S-8, filed with the
Commission on June 26, 2002 (Commission File No. 333-91198);
(b) The Company's Annual Report on Form 10-K for its fiscal year ended
September 30, 2004, filed with the Commission on December 10, 2004
(Commission File No. 001-10684);
(c) The Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended December 31, 2004, filed with the Commission on February 9, 2005
(Commission File No. 001-10684);
(d) The Company's Current Reports on Form 8-K, filed with the Commission
on March 4, 2005, February 7, 2005 and November 23, 2004 (Commission
File No. 001-10684); and
(e) The description of the Company's Common Stock contained in its
Registration Statement on Form S-3 filed with the Commission on
February 16, 1994 (Commission File No. 033-52289), and any other
amendment or report filed for the purpose of updating such
description.
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, as amended (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 5. Interests of Named Experts and Counsel
The validity of the issuance of Common Stock registered hereby is passed on
for the Company by David D. Johnson. Mr. Johnson is the Executive Vice
President, General Counsel and Secretary of the Company and is compensated by
the Company as an employee. Mr. Johnson owns 4,300 shares of Common Stock and
Company stock options to acquire up to an additional 445,000 shares of Common
Stock. Mr. Johnson is eligible to participate in the Plan.
Item 8. Exhibits
See the attached Exhibit Index at page 7, which is incorporated herein by
reference.
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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reno, State of Nevada, on March 8, 2005.
INTERNATIONAL GAME TECHNOLOGY
By: /s/ Maureen T. Mullarkey
Maureen T. Mullarkey
Executive Vice President, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Thomas
J. Matthews and Maureen T. Mullarkey, and each of them, acting individually and
without the other, as his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of t hem individually, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Thomas J. Matthews Chairman of the Board, March 8, 2005
Thomas J. Matthews President, Chief Executive
Officer and Chief Operating
Officer
(Principal Executive Officer)
/s/ Maureen T. Mullarkey Executive Vice President, March 8, 2005
Maureen T. Mullarkey Chief Financial Officer and
Treasurer
(Principal Financial and
Accounting Officer)
/s/ Neil Barsky Director March 8, 2005
Neil Barsky
/s/ Robert A. Bittman Director March 8, 2005
Robert A. Bittman
/s/ Richard R. Burt Director March 8, 2005
Richard R. Burt
/s/ Leslie S. Heisz Director March 8, 2005
Leslie S. Heisz
/s/ Robert A. Mathewson Director March 8, 2005
Robert A. Mathewson
/s/ Robert Miller Director March 8, 2005
Robert Miller
/s/ Frederick B. Rentschler Director March 8, 2005
Frederick B. Rentschler
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4. International Game Technology 2002 Stock Incentive Plan, as amended.
(Filed as an exhibit to the Company's Proxy Statement filed with the
Commission pursuant to Section 14(a) of the Exchange Act on January
10, 2005 (Commission File No. 001-10684) and incorporated herein by
this reference.)
5. Opinion of Company Counsel (opinion re legality).
23.1 Consent of Deloitte & Touche LLP (consent of independent registered
public accounting firm).
23.2 Consent of Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration Statement under
"Signatures").