UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d2(a)
(Amendment No. __)*
INTERLOTT TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
458764-10-7
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(CUSIP Number)
Marc A. Crisafulli
General Counsel
GTECH Holdings Corporation
55 Technology Way
West Greenwich, RI 02817
(401) 392-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Laura N. Wilkinson, Esq.
Edwards & Angell, LLP
2800 Financial Plaza
Providence, RI 02903
(401) 274-9200
March 17, 2003
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss. 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
(Continued on following pages)
CUSIP No. 458764-10-7 Page 2 of 12
(1) NAMES OF REPORTING PERSON GTECH Holdings Corporation, GTECH
Corporation, Bengal Acquisition Co.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY--------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH 3,652,300
REPORTING --------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
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(10) SHARED DISPOSITIVE POWER
3,652,300
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,652,300
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ] (See Instructions)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.8%
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(14) TYPE OF REPORTING PERSON CO
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CUSIP No. 458764-10-7 Page 3 of 12
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission by GTECH Holdings Corporation or any of its
subsidiaries that it is the beneficial owner of any of the common stock of
Interlott Technologies, Inc. referred to herein for purposes of Section 13(d) of
the Exchange Act, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
Item 1. Security and Issuer:
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This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $0.01 per share ("Interlott Common Stock"), of Interlott
Technologies, Inc., a Delaware corporation ("Interlott"). The address of the
principal executive offices of Interlott is 7697 Innovation Way, Mason, Ohio
45040.
Item 2. Identity and Background.
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(a) The names of the persons filing this Statement are GTECH Holdings
Corporation, a Delaware corporation ("GTECH"), GTECH Corporation, a Delaware
corporation and the wholly owned subsidiary of GTECH Holdings Corporation
("GTECH Corporation") and Bengal Acquisition Co., a Delaware corporation and the
wholly owned subsidiary of GTECH Corporation ("Merger Subsidiary").
(b) The address of the principal office and principal business of each
filing person is 55 Technology Way, West Greenwich, Rhode Island 02817.
(c) GTECH is a leading global information technology company that
provides software, networks, and professional services that power
high-performance, transaction processing solutions. GTECH's core market is the
lottery industry, with a growing presence in financial services transaction
processing. Set forth in Schedule A hereto, which is incorporated herein by
reference, is the name, business address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and citizenship, of
each of the filing persons' directors and executive officers, as of the date
hereof. Other than the directors and executive officers of GTECH, there are no
persons controlling GTECH. Other than GTECH and (in the case of Merger
Subsidiary) GTECH Corporation, there are no persons controlling GTECH
Corporation or Merger Subsidiary.
(d) During the past five years, none of the filing persons nor, to any
filing person's knowledge, any person named in Schedule A has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the filing persons nor, to any
filing person's knowledge, any person named in Schedule A has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
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On March 17, 2003, GTECH, Interlott and Merger Subsidiary entered into
an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which
Interlott will be merged with and into Merger Subsidiary or another wholly owned
subsidiary of GTECH (the "Merger").
In order to induce GETCH and Merger Subsidiary to enter into the Merger
Agreement, GTECH, Merger Subsidiary and L. Roger Wells, Jr. ("Wells") entered
into a Stockholder Voting and Option Agreement dated as of March 17, 2003 (the
"Stockholder Agreement"), pursuant to which Wells has agreed to vote his shares
in favor of the Merger (the "Subject Shares"). The Subject Shares (including
options that vest within 60 days of March 17, 2003) represent 54.8% of
Interlott's outstanding capital stock. The Stockholder Agreement will terminate
under the conditions described under Item 5(a)-(b) below.
In addition, Wells irrevocably granted Merger Subsidiary an option (the
"Option"), exercisable only upon the events and subject to the conditions set
forth in the Stockholder Agreement, to purchase all of the Subject Shares at a
purchase price per share equal to $9.00 in cash (the "Exercise Price"). Subject
to the conditions set forth in Section 2.02 of the Stockholder Agreement and the
termination provisions of Section 5.07 of the Stockholder Agreement, Merger
Subsidiary may exercise the Option in whole at any time prior to the date 60
days after the expiration or termination of the Merger Agreement if (x) Wells
fails to comply with any of his obligations under the Stockholder Agreement, or
(y) (A) the Merger is not consummated because of the failure to satisfy the
conditions to the Merger set forth in Article VIII of the Merger Agreement
(other than as a result of a failure of the conditions set forth in any of
Sections 8.1(b), 8.1(c), 8.1(d), 8.1(e), 8.2(d), 8.3(a), 8.3(b), 8.3(c) or
8.3(e) thereof to be satisfied) and (B) the Merger Agreement has been terminated
pursuant to Sections 9.1(a), 9.1(b), 9.1(d), 9.1(h), 9.1(i) (other than solely
as a result of a breach by GTECH) or 9.1(j) (other than solely as a result of an
untrue representation or warranty of GTECH) thereof. Funds required to exercise
the option will be furnished from the working capital of GTECH.
The Merger is subject to certain conditions. The descriptions of the
Merger Agreement and the Stockholder Agreement contained herein are qualified in
their entirety by reference to such agreements, which are attached hereto as
Exhibits 2.1 and 2.2, respectively.
Item 4. Purpose of Transaction.
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(a)-(b) Pursuant to the Merger Agreement and the actions contemplated
therein, Interlott will be merged with and into Merger Subsidiary or another
wholly-owned subsidiary of GTECH, with such subsidiary continuing as the
surviving corporation and as a wholly owned subsidiary of GTECH (the "Surviving
Corporation"). Upon completion of the Merger, each issued and outstanding share
of Interlott Common Stock will be exchanged for the right to receive either
$9.00 in cash or common stock of GTECH, par value $0.01 per share, with a value
of $9.00 based on the average trading price of GTECH common stock for a period
preceding the merger. However, the election of Interlott shareholders is subject
to adjustment on a pro rata basis such that the aggregate merger consideration
paid by GTECH shall be paid 51.5% in stock and 48.5% in cash.
Pursuant to the Stockholder Agreement, and subject to the conditions
set forth therein, Merger Subsidiary has the option to purchase all of the
Subject Shares from Wells at an Exercise Price of $9.00 per share.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors of the Surviving
Corporation shall be the existing directors of the GTECH subsidiary, until their
resignation or removal or until their successor or successors are duly elected
and qualified. See Schedule A for the existing directors of Merger Subsidiary.
GTECH and Interlott will cause the directors of the Surviving Corporation to
appoint the officers of the Surviving Corporation immediately prior to the
Merger as all of the officers of the Surviving Corporation.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation
of the Surviving Corporation shall be the Certificate of Incorporation of the
Surviving Corporation until thereafter changed or amended. Upon consummation of
the Merger, the By-laws of the GTECH subsidiary, as in effect immediately prior
to the Merger, shall be the By-laws of the Surviving Corporation until
thereafter changed or amended.
(h)-(i) Upon consummation of the Merger, the Interlott Common Stock
will be delisted from the American Stock Exchange and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act.
(j) Other than as described above, none of GTECH, GTECH Corporation nor
Merger Subsidiary currently have any plan or proposals which relate to, or may
result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D (although
the filing persons reserve the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
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(a)-(b) As a result of the Stockholder Agreement, GTECH and Merger Subsidiary
may be deemed to be the beneficial owners of 3,652,300 shares of Interlott
Common Stock. The Subject Shares constitute approximately 54.8% of the issued
and outstanding shares of Interlott Common Stock, based on Interlott's
representation in the Merger Agreement that there were 6,459,718 shares of
Interlott Common Stock issued and outstanding at the close of business on March
17, 2003.
Pursuant to the Stockholder Agreement, Wells agreed, among other
things, (i) to vote the Subject Shares in favor of (a) the adoption of the
Merger Agreement, (b) the approval of the Merger and (c) the approval of the
other transactions contemplated by the Merger Agreement, and (ii) to vote the
Subject Shares against (a) any proposal made in opposition to or in competition
with the Merger, (b) any merger, consolidation, sale of assets, business
combination, share exchange, reorganization or recapitalization of Interlott, or
any of its subsidiaries, with or involving a party other than as contemplated by
the Merger Agreement, (c) any liquidation or winding up of Interlott, (d) any
extraordinary dividend by Interlott, (e) any change in the capital structure or
business of Interlott (other than pursuant to the Merger Agreement) and (f) any
other action that may reasonably be expected to impede, interfere with, delay,
postpone or attempt to discourage the consummation of the transactions
contemplated by the Merger Agreement or result in a breach of any of the
covenants, representations, warranties or other obligations or agreements of
Interlott under the Merger Agreement, or which would materially and adversely
affect Interlott or GTECH or their respective abilities to consummate the
transactions contemplated by the Merger Agreement. In addition, Wells agreed,
among other things, not to Transfer (or agree to Transfer) any of the Subject
Shares. As used in the Stockholder Agreement, "Transfer" means, with respect to
any security, the direct or indirect assignment, sale, transfer, tender, pledge,
hypothecation, or the grant, creation or sufferage of a Lien (as defined in the
Stockholder Agreement) or encumbrance in or upon, or the gift, placement in
trust, or the constructive sale or other disposition of such security (including
transfers by testamentary or intestate succession or otherwise by operation of
law) or any right, title or interest therein (including but not limited to any
right or power to vote to which the holder thereof may be entitled, whether such
right or power is granted by proxy or otherwise), or the record or beneficial
ownership thereof, the offer to make such a sale, transfer, constructive sale or
other disposition, and each agreement, arrangement or understanding, whether or
not in writing, to effect any of the foregoing. The term "constructive sale"
means a short sale with respect to such security, entering into or acquiring an
offsetting derivative contract with respect to such security, entering into or
acquiring a futures or forward contract to deliver such security or entering
into any other hedging or other derivative transaction that has the effect of
materially changing the economic benefits and risks of ownership.
Further, among other things, Wells agreed (a) not to directly or
indirectly (i) solicit, initiate or encourage (or authorize any person to
solicit, initiate or encourage) any Acquisition Proposal (as defined in the
Merger Agreement), (ii) participate in any discussion or negotiations regarding,
or furnish to any other person any information with respect to, or otherwise
cooperate in any way with, or participate in, facilitate or encourage any effort
or attempt by any other person to do or seek the foregoing, (iii) approve,
endorse or recommend any of the foregoing, or (iv) enter into any letter of
intent or similar document or any contract, agreement or commitment
contemplating or otherwise relating to any of the foregoing; and (b) not to
permit any affiliate of Wells to, nor shall Wells act in concert with or permit
any affiliate to act in concert with any person to make, or in any manner
participate in, directly or indirectly, a "solicitation" of "proxies" (as such
terms are used in the rules of the Securities and Exchange Commission) or powers
of attorney or similar rights to vote, or seek to advise or influence any person
with respect to the voting of, any shares of Interlott Common Stock in
connection with any vote or other action on any matter, other than to recommend
that stockholders of Interlott vote in favor of the Merger and the Merger
Agreement and otherwise as expressly provided by Article One of the Stockholder
Agreement.
Further, by his execution of the Stockholder Agreement, Wells
irrevocably granted to and appointed GTECH's president and its corporate
secretary, or any of them, and any individual designated in writing by any of
them, as his or her proxy and attorney-in-fact to vote the Subject Shares (i) in
favor of (A) adoption of the Merger Agreement, (B) approval of the Merger and
(C) approval of any other transactions contemplated by the Merger Agreement and
(ii) against (a) any proposal made in opposition to or in competition with the
Merger, (b) any merger, consolidation, sale of assets, business combination,
share exchange, reorganization or recapitalization of Interlott, or any of its
subsidiaries, with or involving a party other than as contemplated by the Merger
Agreement, (c) any liquidation or winding up of Interlott, (d) any extraordinary
dividend by Interlott, (e) any change in the capital structure or business of
Interlott (other than pursuant to the Merger Agreement) and (f) any other action
that may reasonably be expected to impede, interfere with, delay, postpone or
attempt to discourage the consummation of the transactions contemplated by the
Merger Agreement or result in a breach of any of the covenants, representations,
warranties or other obligations or agreements of Interlott under the Merger
Agreement, or which would materially and adversely affect Interlott or GTECH or
their respective abilities to consummate the transactions contemplated by the
Merger Agreement.
In addition, Wells irrevocably granted Merger Subsidiary the Option, as
described in Item 3 above.
The Stockholder Agreement terminates upon the earlier to occur of (i)
such date and time as the Merger shall become effective, (ii) any termination of
the Merger Agreement pursuant to Section 9.1(c), 9.1(e), 9.1(f), 9.1(g), 9.1(i)
(due to any breach by GTECH) or 9.1(j) (due to any breach of a representation or
warranty of GTECH) thereof, (iii) 60 days after termination of the Merger
Agreement for any reason other than set forth in the preceding clause (ii), or
(iv) December 17, 2003.
The Stockholder Agreement does not restrict Wells' ability to act as a
director or officer of Interlott.
(c) Neither GTECH, Merger Subsidiary nor, to the knowledge of GTECH or
Merger Subsidiary, any person named in Schedule A, has effected any transaction
in Interlott Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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Other than as described in Items 3, 4 and 5 and the agreements
incorporated herein by reference and set forth in exhibits hereto, to the
knowledge of GTECH, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of Interlott,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to Be Filed as Exhibits.
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2.1 Agreement and Plan of Merger dated as of March 17, 2003, by
and among GTECH, Merger Subsidiary and Interlott (incorporated
by reference to Exhibit 2.1 of GTECH's Current Report on Form
8-K filed March 18, 2003).
3.1 Stockholder Voting and Option Agreement dated as of March 17,
2003, between GTECH, Merger Subsidiary and L. Roger Wells, Jr.
(incorporated by reference to Exhibit 2.2 of GTECH's Current
Report on Form 8-K filed March 18, 2003).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 27, 2003
GTECH Holdings Corporation
By: /s/ Marc A. Crisafalli
-----------------------------------------
Name: Marc A. Crisafalli
Title: Senior Vice President, General Counsel
and Secretary
GTECH Corporation
By: /s/ Marc A. Crisafulli
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Name: Marc A. Crisafulli
Title: Senior Vice President, General Counsel
and Secretary
Bengal Acquisition Co.
By: /s/ Marc A. Crisafulli
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Name: Marc A. Crisafulli
Title: Senior Vice President, General Counsel
and Secretary
SCHEDULE A
(a) Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of
GTECH. Unless otherwise indicated, the business address of each person
listed below is 55 Technology Way, West Greenwich, Rhode Island 02817.
Principal Occupation or
Name Employment Citizenship Business Address
---- ------------------------ ----------- ----------------
Lt. Gen. (Ret.) Emmett Paige, Vice President of Lockheed United States 7375 Executive Place,
Jr. Martin Information Seabrook, MD 20706
Technology Company
Robert M. Dewey, Jr. Retired United States
Burnett W. Donoho Consultant United States 98 Glenmoor Lane,
Englewood, CO 80110
The Rt. Hon. Sir Jeremy Member, European Advisory United Kingdom 6 Buttsmead, Northwood,
Hanley KCMG Board of Credit Lyonnais Middlesex, HA6 2TL,
England, United Kingdom
Philip R. Lochner, Jr. Consultant United States 699 Lake Avenue,
Greenwich, CT 06830
James F. McCann Chairman and CEO of United States 1600 Stewart Avenue,
1-800-Flowers.com, Inc. Westbury, NY 11590
Anthony Ruys Chairman of Executive Netherlands Tweede Weteringplantsoen
Board of Heineken N.V. 21, 1017 ZD Amsterdam
W. Bruce Turner President and CEO, United States
GTECH Holdings Corporation
David J. Calabro Executive Vice President United States
and COO, GTECH Holdings
Corporation
Jaymin B. Patel Senior Vice President and United States
CFO, GTECH Holdings
Corporation
Kathleen McKeough Senior Vice President, United States
Human Resources, GTECH
Holdings Corporation
Marc A. Crisafalli Senior Vice President, United States
General Counsel and
Secretary, GTECH Holdings
Corporation
Antonio Carlos Rocha Senior Vice President, United States
Business and Corporate
Development, GTECH
Holdings Corporation
Larry R. Smith Senior Vice President and United States
CTO, GTECH Holdings
Corporation
Donald R. Sweitzer Senior Vice President, United States
Global Business
Development and Public
Affairs, GTECH Holdings
Corporation
Timothy B. Nyman Senior Vice President, United States
Global Services, GTECH
Holdings Corporation
(b) Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of
each of GTECH Corporation and Merger Subsidiary. Unless otherwise
indicated, the business address of each person listed below is 55
Technology Way, West Greenwich, Rhode Island 02817.
Principal Occupation or
Name Employment Citizenship
---- ---------- -----------
W. Bruce Turner President and CEO, GTECH United States
Holdings Corporation
David J. Calabro Executive Vice President United States
and COO, GTECH Holdings
Corporation
Jaymin B. Patel Senior Vice President and United States
CFO, GTECH Holdings
Corporation
Marc A. Crisafalli Senior Vice President, United States
General Counsel and
Secretary, GTECH Holdings
Corporation