As filed with the Securities and Exchange Commission on June 26, 2002
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 89511
(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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Sara Beth Brown
Senior Vice President, General Counsel and Secretary
International Game Technology
9295 Prototype Drive, Reno, Nevada 89511
(702) 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 92618-3318
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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, 4,000,000 $58.79(2) $235,160,000(2) $21,634.72(2)
par value shares(1)
$0.000625 per
share
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(1) 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 International Game Technology
2002 Stock Incentive Plan (the "Plan") may become subject to the Plan.
(2) Pursuant to 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 June 20, 2002, as
reported on the New York Stock Exchange.
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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
(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 Securities and Exchange Commission (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.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of International Game Technology (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, filed with the Commission on December 12, 2001;
(b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March
30, 2002 and December 29, 2001, filed with the Commission on May 14,
2002 and February 12, 2002, respectively;
(c) Current Reports on Form 8-K filed on November 9, 2001 and January 4,
2002, as amended January 31, 2002; and
(d) 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 Company's Common Stock, par value $0.000625 per share (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, General Counsel and Secretary 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 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.
ITEM 8. EXHIBITS
See the attached Exhibit Index at page 9.
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, 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.
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 11th day of June, 2002.
By: /S/ MAUREEN T. MULLARKEY
Maureen T. Mullarkey
Senior Vice President, Chief
Financial Officer and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints G.
Thomas Baker and Sara Beth Brown, or either of them individually, his or her
true and lawful attorney-in-fact and agent, with full powers 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) 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, or each of them
individually, or his or her substitute or substitutes, 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 them individually, or his or her
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/ G. THOMAS BAKER Chief Executive Officer, June 11, 2002
------------------- President and Director
G. Thomas Baker (principal executive officer)
/S/ MAUREEN T. MULLARKEY Senior Vice President, Chief June 11, 2002
------------------------ Financial Officer and
Maureen T. Mullarkey Treasurer (principal financial
officer and accounting officer)
/S/ CHARLES N. MATHEWSON Chairman of the Board of June 11, 2002
------------------------ Directors
Charles N. Mathewson
/S/ NEIL BARSKY Director June 11, 2002
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Neil Barsky
/S/ ROBERT A. BITTMAN Director June 11, 2002
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Robert A. Bittman
/S/ WILBUR K. KEATING Director June 11, 2002
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Wilbur K. Keating
/S/ ROBERT MILLER Director June 11, 2002
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Robert Miller
/S/ FREDERICK B. RENTSCHLER Director June 11, 2002
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Frederick B. Rentschler
/S/ THOMAS J. MATTHEWS Director June 11, 2002
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Thomas J. Matthews
/S/ RICHARD R. BURT Director June 11, 2002
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Richard R. Burt
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4. International Game Technology 2002 Stock Incentive Plan
(incorporated herein by reference to Exhibit A to the Company's
Proxy Statement filed with the Commission pursuant to Section 14(a)
of the Securities Exchange Act of 1934, as amended, (SEC File No.
001-10684) on January 16, 2002).
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 (included in this Registration Statement under
"Signatures").