Registrants’
telephone number, including area code: (401) 392-1000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrants under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
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o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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communications pursuant to Rule 14d-2(b) under the Exchange Act (17
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM
8.01
OTHER EVENTS
Lottery
Commission Matters
On
January 10, 2006, GTECH Holdings Corporation (the “Company”) entered into
an agreement and plan of merger (the “Merger Agreement”) with Lottomatica
S.p.A., an Italian corporation (“Lottomatica”), Gold Holding Co., a
Delaware corporation and wholly owned subsidiary of Lottomatica
(“Parent”), and Gold Acquisition Corp., a Delaware corporation and
direct, wholly owned subsidiary of Parent (“Acquisition Co”), whereby
Acquisition Co will merge with and into the Company (the “Merger”), with
the Company as the surviving corporation. At the effective time of the Merger,
each outstanding share of Company common stock (other than shares held by the
Company, Lottomatica or any of their respective subsidiaries that will be
canceled) will be converted into the right to receive U.S. $35.00 in cash,
without interest. The Merger Agreement is more fully described in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission
(“SEC”) on May 8, 2006 and mailed to shareholders on or about May 9,2006.
As
previously reported, on July 26, 2006, the New York Lottery (the “NY
Lottery”)
advised the Company that, subject to the execution of an assignment and
assumption agreement with the NY Lottery and approval thereof by the
New York
Attorney General and State Comptroller, the NY Lottery does not object
to the
Merger and consents to the transaction being completed. On August 22,2006, the
approvals by the New York Attorney General and State Comptroller were
received.
As a result, assuming no further action by the NY Lottery, the Company
believes
that the condition in the Merger Agreement in respect of the Company’s NY
Lottery contract has been satisfied.
*
* *
FORWARD-LOOKING
STATEMENTS
Statements
about the expected timing, completion, and effects of the Merger and all
other
statements in this document, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor provisions
of
the Private Securities Litigation Reform Act of 1995. Readers are cautioned
not
to place undue reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by reference to
the
following cautionary statements. All forward-looking statements speak only
as of
the date hereof and are based on current expectations and involve a number
of
assumptions, risks, and uncertainties that could cause the actual results
to
differ materially from such forward-looking statements. The Company and
Lottomatica may not be able to complete the Merger because of a number of
factors, including the failure of Lottomatica to obtain financing, the failure
to receive required assurances from certain significant lottery customers,
Lottomatica maintaining a pro forma investment grade credit rating, or the
failure to satisfy the other closing conditions. These factors, and other
factors that may affect the business or financial results of the Company,
are
described in the Company’s filings with the SEC, including Items 1 and 7 of the
Company’s annual report on Form 10-K for the fiscal year ended February 25,2006. The Company does not undertake any obligation to update its
forward-looking statements to reflect events or circumstances after the date
of
this document.
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 thereunto
duly authorized.
