SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Scientific Games Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 81-0422894
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
750 Lexington Avenue, 25th Floor
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and
effective pursuant to General is effective pursuant to
Instruction Instruction A.(c), General Instruction A.(d),
please check the following box. |_| please check the following
box. [x]
Securities to be registered pursuant to Section 12(b) of the Act:
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be registered class is to be registered
------------------- -------------------------
Class A Common Stock, $.01 par value per share Nasdaq National Market
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
The aggregate number of shares of capital stock which the Company
has authority to issue is 102,000,000 shares (the "Capital Stock"):
2,000,000 shares of preferred stock, par value $1.00 per share
("Preferred Stock"), including 1,600,000 authorized shares of Series
A Convertible Preferred Stock ("Series A Preferred Stock"); and
100,000,000 shares of common stock, including 99,300,000 authorized
shares of Class A common stock, par value $.01 per share ("Class A
Common Stock") and 700,000 authorized shares of Class B Nonvoting
common stock, par value $.01 per share ("Class B Common Stock" and,
together with Class A Common Stock, "Common Stock").
Holders of Class A Common Stock are entitled to one vote for each
share held on all matters to be voted on by the Company's
stockholders. There are no cumulative voting rights. After payment
of any dividends required to be paid first on any outstanding shares
of Preferred Stock, and subject to the rights of the holders of
Class B Common Stock to share ratably in such dividends as described
below, holders of Class A Common Stock are entitled to receive, and
share ratably on a per share basis, dividends when, as and if
declared by the Company's Board of Directors (the "Board of
Directors") out of funds legally available therefor. The consent of
certain lenders of the Company is required before payment of any
cash dividends on Common Stock.
On liquidation, dissolution or winding up of the Company, the
holders of Class A Common Stock are entitled to share ratably with
the holders of Class B Common Stock in the assets of the Company
remaining after the payment of all liabilities, subject to the prior
distribution rights of the holders of any Preferred Stock then
outstanding. The holders of Class A Common Stock have no preemptive,
conversion or other rights to subscribe for additional shares or
other securities of the Company. The Class A Common Stock is not
subject to any redemption or sinking funds provisions. All of the
issued and outstanding shares of Class A Common Stock are fully paid
and nonassessable.
The Class B Common Stock is identical in all respects to the Class A
Common Stock, and the holders of Class B Common Stock have the same
rights and privileges as the holders of Class A Common Stock, except
that (i) holders of Class B Common Stock have no right to vote their
shares on any matters to be voted by the Company's stockholders
(except as otherwise provided by law); (ii) if stock dividends
payable in shares of Class A Common Stock or Class B Common Stock
are declared on the Common Stock, such dividends will be payable at
the same rate on both classes of Common Stock, and (x) the dividends
payable in share of Class A Common Stock will be payable to the
holders of Class A Common Stock, and (y) the dividends payable in
shares of
Class B Common Stock will be payable to the holders of Class B
Common Stock; and (iii) the shares of Class B Common Stock are
convertible at any time into the same number of shares of Class A
Common Stock. If the Company were to subdivide or combine shares of
either class of Common Stock, a proportionate combination or
subdivision of shares of the other class of Common Stock would also
be required. On any liquidation of the Company, after payment of all
liabilities and obligations with respect to any Preferred Stock then
outstanding, the assets of the Company would be distributed pro rata
to all holders of Common Stock of both classes.
A Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred Stock
and Qualifications, Limitations and Restrictions Thereof of Series A
Convertible Preferred Stock of the Company was filed on September 6,
2000 with the Secretary of State of Delaware (the "Certificate of
Designations"). In addition, the Company and the purchasers of the
Series A Preferred Stock entered into a stockholders' agreement
dated as of September 6, 2000 with respect to certain voting
matters, rights of first refusal, registration rights and other
matters (the "Stockholders' Agreement"). All of the issued and
outstanding shares of Series A Preferred Stock are fully paid and
nonassessable.
In the Certificate of Designations and Stockholders'
Agreement it is stated that:
o Holders of Series A Preferred Stock are entitled to vote, on
an as-if converted basis, along with the holders of Class A
Common Stock on all matters on which holders of Class A Common
Stock are entitled to vote.
o In addition, the affirmative consent of the holders of shares
of Series A Preferred Stock that own more than fifty percent
(50%) of the then-outstanding shares of Series A Preferred
Stock (voting as a single class) is necessary for authorizing,
effecting or validating:
(1) any amendment, alteration or repeal of any
of the provisions of the Certificate of
Designations;
(2) any amendment, alteration or repeal of any of the
provisions of the Certificate of Incorporation of the Company
that would adversely affect the preferences, rights or powers
of the Series A Preferred Stock;
(3) any authorization, issuance or creation of (by
reclassification or otherwise) any class or series (or any
security of any class or series) of Capital Stock of the
Company;
(4) any increase in the size of the Board of
Directors (except as required pursuant to the
terms of the Certificate of Designations or the
Stockholders' Agreement);
(5) any change in the state of incorporation of
the Company;
(6) any delisting of the Common Stock from the American Stock
Exchange or listing of Common Stock on a different exchange or
national quotation system; and
(7) any decision, or the entering into of any
agreement, commitment or arrangement, to effect
any of the foregoing.
o The Board of Directors consists of ten (10) directors, and
holders of Series A Preferred Stock, voting as a single class
and based on the aggregate number of shares of Series A
Preferred Stock then owned by such holders, have the right to
elect up to four (4) of such directors.
o In the event of any voluntary or involuntary liquidation,
dissolution or other winding up of the affairs of the Company,
before any payment or distribution shall be made to the
holders of Common Stock, the holders of Series A Preferred
Stock are entitled to be paid out of the assets of the Company
in cash or property at its fair market value as determined by
the Board of Directors one hundred dollars ($100) per share
plus an amount equal to all dividends accrued and unpaid
thereon to the date of such liquidation or dissolution or such
other winding up.
o The Series A Preferred Stock ranks senior to all future
Preferred Stock and all existing and future Common Stock.
o The Series A Preferred Stock pays dividends at a rate equal to
6% per annum, which will be payable quarterly in-kind until
the ninth dividend payment, at which time the Company may
elect to pay such dividends in cash, and may also have certain
rights to participate in Common Stock dividends, if any, on an
as-converted basis.
o If the Company fails to comply with certain of its
obligations, then as long as such failure continues the Board
of Directors shall be increased to 13 members, and the holders
of Series A Preferred Stock, shall have a right to designate
and have appointed immediately by the Board of Directors by
resolution, or elect, voting as a class, the three new
directors.
o The Series A Preferred Stock is redeemable, in whole but not
in part, at the Company's option at any time at least three
years after issuance at a purchase price of 105% of the
outstanding issue amount plus accrued and unpaid dividends,
subject to certain requirements.
o The Series A Preferred Stock will automatically convert into
Class A Common Stock after five years from the date of
issuance at the conversion price then in effect.
o The holders of Series A Preferred Stock will be able to
convert the Series A Preferred Stock into Class A Common Stock
at any time at the adjusted conversion price of $5.56 per
share, subject to potential adjustment for certain dilutive
issuances of Common Stock and further subject to reset to no
less than $5.00 per share based on possible future Class A
Common Stock market price minimums.
o The holders of Series A Preferred Stock will be entitled to
pro rata rights of first refusal in connection with new equity
issuances.
o The holders of Series A Preferred Stock are subject for a
period of time to maximum limitations on their purchase of
additional stock.
o The holders of Series A Preferred Stock will have certain
rights to request that shares of Class A Common Stock issued
on conversion of their Series A Preferred Stock be registered
under the Securities Act of 1933, as amended.
The Board of Directors is authorized, subject to any limitation
prescribed by law, from time to time to issue up to an aggregate of
400,000 shares of Preferred Stock in addition to the Series A
Preferred Stock currently authorized, in one or more series, each of
such series to have such voting power, full or limited, or no voting
powers, and such designations, preferences and relative,
participating, optional or other special rights, and such
qualifications, limitations or restrictions thereon as shall be
determined by the Board of Directors in a resolution providing for
the issuance of such Preferred Stock. The shares of any class or
series of Preferred Stock need not be identical. Thus, any series
may, if so determined by the Board of Directors, have full voting
rights together with the Class A Common Stock or superior or limited
voting rights, be convertible into Class A Common Stock or another
security of the Company, and have such other relative rights,
preferences and limitations as the Board of Directors shall
determine. As a result, the issuance of such Preferred Stock may
have the effect of delaying, deferring or preventing a change in
control of the Company without further action of the stockholders
and may adversely affect the voting and other rights of holders of
Common Stock.
Item 2. Exhibits
1. Certificate of Incorporation, as amended through June 29, 1995.
(Filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended July 31, 1995, filed September 14, 1995, and
hereby incorporated by this reference.)
2. Certificate of Ownership and Merger, effective as of April 27, 2001.
(Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K,
filed April 30, 2001, and hereby incorporated by this reference.)
3. Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred Stock
and Qualifications, Limitations and Restrictions Thereof of Series A
Convertible Preferred Stock. (Filed as Exhibit 3.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended July 31, 2000,
filed September 14, 2000 (the "July 2000 10-Q"), and hereby
incorporated by this reference.)
4. Amended and Restated Bylaws of the Company. (Filed as Exhibit 3.(ii)
to the Company's Annual Report on Form 10-K for the year ended
October 31, 2000, filed January 29, 2001, and hereby incorporated by
this reference.)
5. Form of Stockholders Agreement by and among Cirmatica Gaming,
S.A., The Oak Fund, Peconic Fund Ltd., Ramius Securities, LLC,
Olivetti International S.A. and the Company, dated September 6,
2000, relating to the Series A Convertible Preferred Stock.
(Filed as Exhibit 10.38 to the July 2000 10-Q and hereby
incorporated by this reference.)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SCIENTIFIC GAMES CORPORATION
By:
----------------------------------------
Name: Martin E. Schloss
Title: Vice President, General Counsel
and Secretary
Date: January 28, 2002