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As filed with the Securities and Exchange Commission on June 12, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERLOTT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1297916
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(State of Incorporation) (I.R.S. Employer Identification No.)
7697 Innovation Way, Mason, Ohio 45040
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(Address of Principal Executive Offices) (Zip Code)
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1994 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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Patricia O. Lowry, Esq.
Taft, Stettinius & Hollister LLP
425 Walnut Street
Cincinnati, Ohio 45202
(513) 381-2838
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
--------------------------- ------------------------ ------------------------ ------------------------ -------------------
Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price offering registration
registered (1) per share (2) price (2) fee
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Common Stock, $.01 par 600,000 $4.625 $2,775,000 $693.75
value shares
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(1) This registration statement also covers such indeterminable number of
additional shares of common stock of Interlott Technologies, Inc. as may
become issuable with respect to all or any of such shares pursuant to
antidilution provisions in the plan.
(2) Inserted solely for purposes of computing the registration fee and based,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the average of the high and low sales prices of the common stock on June 8,
2001, on the American Stock Exchange.
This registration statement also relates to Form S-8 Registration
Statement No. 33-78092 of the registrant.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are incorporated by reference into and made
a part of this registration statement. In addition, all documents subsequently
filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be part
thereof from the date of filing of such documents.
(a) The registrant's annual report on Form 10-K for the fiscal
year ended December 31, 2000;
(b) All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 2000;
and
(c) The description of the registrant's Common Stock contained in
its registration statement on Form 8-A under Section 12 of the
Exchange Act (Registration No. 1-12986), including any
amendment or report filed for the purpose of updating such
description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides for indemnification
of directors and officers of the Company to the extent permitted by the General
Corporation Law of Delaware (the "GCL"), except that such a person may only be
indemnified in connection with a proceeding initiated by that person if the
proceeding was authorized by the Board of Directors of the Company. Section 145
of the GCL provides for indemnification of directors and officers from and
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement reasonably incurred by them in connection with any civil,
criminal, administrative or investigative claim or proceeding (including civil
actions brought as derivative actions by or in the right of the corporation but
only to the extent of expenses reasonably incurred in defending or settling such
actions) in which they may become involved by reason of being a director or
officer of the corporation if the director or officer acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interest of the corporation and, in addition, in criminal actions, if he had no
reasonable cause to believe his conduct to be unlawful. If, in an action brought
by or in the right of the corporation, the director or officer is adjudged to be
liable for negligence or misconduct in the performance of his duty, he will only
be entitled to such indemnity as the court finds to be proper. Persons who are
successful in defense of any claim against them are entitled to indemnification
as of right against expenses actually and reasonably incurred in connection
therewith. In all other cases, indemnification shall be made (unless otherwise
ordered by a court) only if the board of directors, acting by a majority vote of
a quorum of disinterested directors, independent legal counsel or holders of a
majority of the shares entitled to vote determines that the applicable standard
of conduct has been met. Section 145 also provides such indemnity for directors
and officers of a corporation who, at the request of the corporation, act as
directors, officers, employees or agents of other corporations, partnerships or
other enterprises.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5 Opinion of Counsel
23.1 Consent of Grant Thornton LLP
23.2 Consent of KPMG LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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
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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 Act and will be governed by the final adjudication of
such issue.
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* Paragraph references correspond to those of Regulation S-K, Item 512.
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SIGNATURES
The Registrant. 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mason, State of Ohio as of the 8th day of June, 2001.
INTERLOTT TECHNOLOGIES, INC.
By: /s/ David F. Nichols
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David F. Nichols
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
as of the 8th day of June, 2001.
Signature Title
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/s/ L. Rogers Wells, Jr.* Chairman of the Board
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L. Rogers Wells, Jr.
/s/ David F. Nichols President, Chief Executive Officer and Director
----------------------------------------- (principal executive officer)
David F. Nichols
/s/ Dennis W. Blazer Chief Financial Officer
----------------------------------------- (principal financial and accounting officer)
Dennis W. Blazer
/s/ Gary S. Bell* Director
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Gary S. Bell
/s/ Kazmier J. Kasper* Director
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Kazmier J. Kasper
/s/ H. Jean Marshall-McEntire* Director
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H. Jean Marshall-McEntire
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/s/ Edmund F. Turek* Director
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Edmund F. Turek
/s/ John J. Wingfield* Director
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John J. Wingfield
* Pursuant to Power of Attorney
By: /s/ David F. Nichols
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David F. Nichols, Attorney-in-Fact