(Address
of
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telephone number,
including area code: 401-392-1000
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o
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communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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CFR 240.13e-4(c))
Introductory
Note
On
August 29, 2006, Lottomatica S.p.A. (“Lottomatica”) and GTECH Holdings
Corporation (the “Company”) announced that all the conditions in the Agreement
and Plan of Merger (the “Agreement”) dated January 10, 2006 between the
Company, Lottomatica, Gold Holding Co. (“Parent”), a wholly owned subsidiary of
Lottomatica, and Gold Acquisition Corp. (“Acquisition Co”), a wholly owned
subsidiary of Parent, were satisfied and Lottomatica has completed its
previously announced acquisition of GTECH. Pursuant to the Agreement, the
Company became an indirect wholly owned subsidiary of Lottomatica (the
“Acquisition”) and the Company’s outstanding shares will cease
trading.
Item
2.01.Completion
of
Acquisition or Disposition of Assets
Item
3.01. Notice
of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of
Listing
Following
completion of the Acquisition on August 29, 2006, the Company notified the
New York Stock Exchange (the “NYSE”) that each outstanding share of the
Company’s common stock, par value $0.01 per share (the “Company Common Stock”),
has been canceled and, in the case of all such shares other than shares held
by
GTECH, Lottomatica, or any of their respective subsidiaries, converted into
the
right to receive $35.00 in cash, without interest. The Company also requested
that the NYSE file with the Securities and Exchange Commission an application
on
Form 25 to report the removal from listing of the shares of Company Common
Stock
on the NYSE.
Item
3.03.Material
Modification
in Rights of Security Holders
Pursuant
to the Agreement, each outstanding share of Company Common Stock issued and
outstanding immediately prior to the effective time of the Acquisition has
been
canceled and, in the case of all such shares other than shares held by GTECH,
Lottomatica, or any of their respective subsidiaries, converted into the right
to receive $35.00 in cash, without interest.
Item
5.01. Changes
in Control of
Registrant
On
August 29, 2006, pursuant to the Agreement, Acquisition Co merged with and
into the Company and the Company became an indirect wholly owned subsidiary
of
Lottomatica. In connection therewith, each outstanding share of Company Common
Stock was canceled and, in the case of all such shares other than shares held
by
GTECH, Lottomatica, or any of their respective subsidiaries, converted into
the
right to receive $35.00 in cash, without interest.
The
aggregate merger consideration paid for all of the shares of the Company Common
Stock was approximately $4.7 billion on a fully diluted basis, funded through
available cash, the proceeds of a rights issue by Lottomatica, the proceeds
of
an issue of Lottomatica’s subordinated interest-deferrable capital securities
and the proceeds of a senior loan.
Item
5.02.Departure
of Directors
or Principal Officers; Election of Directors; Appointment of Principal
Officers
Effective
upon completion of the Acquisition on August 29, 2006, each of Robert M.
Dewey, Jr., Paget L. Alves., Christine M. Cournoyer, Burnett W. Donoho, The
Rt.
Hon. Sir Jeremy Hanley KCMG, Phillip R. Lochner Jr., James F. McCann and Anthony
Ruys resigned from the board of directors of the Company.
Press
release dated
August 29, 2006, announcing the completion of the acquisition of
GTECH Holdings Corporation by Lottomatica
S.p.A.
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, GTECH Holdings
Corporation has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
