SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2003
INTERLOTT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-12986 31-1297916
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
7697 Innovation Way, Mason, Ohio 45040
(Address of principal executive offices, including zip code)
(513) 701-7000
(Registrant's telephone number, including area code)
Items 2, 3, 4, 6, 8, 9, 10 and 11 are not applicable and are omitted from this
Report.
Item 1. Changes in Control of Registrant.
A press release dated March 17, 2003 is attached hereto as Exhibit
99.1 and is incorporated herein by reference. In connection with the proposed
transaction described in the press release, the holder of a majority of the
Registrant's outstanding voting stock has entered into a Stockholder Voting and
Option Agreement attached as Exhibit 99.3 and incorporated herein by reference.
In this Agreement, the holder agrees to vote in specified ways with respect to
the transaction, grants an irrevocable proxy in such regard and grants an option
for the purchase, under specified circumstances, of his stock in the Registrant.
Item 5. Other Events
A press release dated March 17, 2003 is attached hereto as Exhibit 99.1
and is incorporated herein by reference. An Agreement and Plan of Merger and a
Stockholder Voting and Option Agreement related to the proposed transaction
described in the press release are attached hereto as Exhibits 99.2 and 99.3,
respectively, and are incorporated herein by reference
Item 7. Financial Statements Information and Exhibits
(a) Financial Statements of Businesses Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
The following exhibits are filed with this Report on Form 8-K:
Regulation S-K
Exhibit No. Exhibit
--------------- --------
99.1 Press release dated March 17, 2003
99.2 Agreement and Plan of Merger dated as of March 17, 2003 by
and among GTECH Holdings Corporation, Bengal Acquisition
Co. and Interlott Technologies, Inc.
99.3 Stockholder Voting and Option Agreement dated as of March
17, 2003 among GTECH Holdings Corporation, Bengal
Acquisition Co. and L. Rogers Wells, Jr.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Interlott Technologies, Inc.
/s/ Dennis W. Blazer
-------------------------
Dennis W. Blazer
Chief Financial Officer
Date: March 17, 2003