8-K

UNITED STATES

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):  December 30, 2014

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

California	0-10294	95-3276269
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2130 Cousteau Court, Vista, California

(Address of principal executive offices, including ZIP code)

(760) 598-1655

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §230.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Effective as of December 30, 2014, International Lottery & Totalizator Systems, Inc., a California corporation (“ILTS California”), merged with and into its wholly owned subsidiary, Delaware International Lottery & Totalizator Systems, Inc., a Delaware corporation (“ILTS Delaware” or the “Company”).  The purpose of the merger was to change the state of incorporation of ILTS California from California to Delaware.  The merger was effected pursuant to that certain Agreement and Plan of Merger, dated January 8, 2014 (the “Merger Agreement”), which was approved and adopted by Berjaya Lottery Management (H.K.) Limited (“Berjaya”), the holder of 9,245,317 shares of the common stock of ILTS California, representing 71.3% of the outstanding shares, by written consent on January 9, 2014.  A certificate of merger was filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of California on December 30, 2014.

Pursuant to the Merger Agreement, ILTS Delaware is the surviving corporation and changed its name to “International Lottery & Totalizator Systems, Inc.”  Subsequent to the merger contemplated by the Merger Agreement, the Certificate of Incorporation and Bylaws of ILTS Delaware continued in full force and effect as the Certificate of Incorporation and Bylaws of the surviving corporation and the persons serving as the directors and officers of ILTS California became the directors and officers of the surviving corporation.

On the effective date of the merger, the issued and outstanding shares of common stock, without par value, of ILTS California automatically converted into shares of the common stock, par value $0.01 per share, of ILTS Delaware on a one-for-one basis, and ILTS Delaware succeeded to all the assets, rights, powers, property, debts, liabilities and obligations of ILTS California. The shareholders of ILTS California were not required to surrender their certificates for the common stock of ILTS California, but may, at their option, surrender such certificates and receive certificates of ILTS Delaware common stock.

The merger did not result in any change in the business, management, location of the principal executive offices, assets or liabilities of ILTS California.

As a result of the merger, ILTS Delaware became the successor corporation to ILTS California under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to its common stock and succeeded to ILTS California’s reporting obligations thereunder.  Pursuant to Rule 12g-3 promulgated under the Exchange Act, the common stock of ILTS Delaware is deemed to be registered under Section 12(g) of the Exchange Act.

Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

Effective as of December 31, 2014, at 5:00 p.m. Eastern Time, the Company amended its Certificate of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split on outstanding shares of its common stock (the “Reverse Stock Split”) at a ratio of 9,245,317-for-1, whereby each 9,245,317 issued and outstanding shares of common stock prior to the Reverse Stock Split were automatically and without any action on the part of the respective holders thereof combined and converted into one (1) share of common stock.  Berjaya will remain as the sole stockholder of the Company following the Reverse Stock Split and each stockholder holding less than one (1) whole share of common stock following the Reverse Stock Split will be paid $1.33 in cash per pre-Reverse Stock Split shares of common stock in lieu of fractional share interests.

The Certificate of Amendment is intended to enable the Company to reduce its “record holders” (as defined by Rule 12g5-1 of the Exchange Act) below 300, thereby allowing it to file a Form 15 to cease its periodic reporting obligations under the Exchange Act and forego many of the expenses associated with operating as a public company subject to the reporting obligations of the Securities and Exchange Commission.

Item 9.01 Exhibits.

1. Not applicable.

2. Not applicable.

3. Not applicable.

4. Exhibits.  The following exhibits are being filed herewith:

(2.1) Certificate of Merger of International Lottery & Totalizator Systems, Inc. and Delaware International Lottery & Totalizator Systems, Inc., effective December 30, 2014.

(3.1) Amendment to Certificate of Incorporation of International Lottery & Totalizator Systems, Inc., effective December 31, 2014, at 5:00 p.m., Eastern Time.

(99.1) Press release of International Lottery & Totalizator Systems, dated December 31, 2014, announcing effectiveness of the reverse stock split.

3

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.

	INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
Date:  January 2, 2015	By:	/s/ Siaw Peng Low
	Name:	Siaw Peng Low
	Title:	Corporate Secretary

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

Exhibit Index to Current Report on Form 8-K

Exhibit

Number

(2.1) Certificate of Merger of International Lottery & Totalizator Systems, Inc. and Delaware International Lottery & Totalizator Systems, Inc., effective December 30, 2014.

(3.1) Amendment to Certificate of Incorporation of International Lottery & Totalizator Systems, Inc., effective December 31, 2014, at 5:00 p.m., Eastern Time.

(99.1) Press release of International Lottery & Totalizator Systems, dated December 31, 2014, announcing effectiveness of the reverse stock split.

EX-2.1

Exhibit 2.1

STATE OF DELAWARE

CERTIFICATE OF MERGER

of

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

(a California corporation)

with and into

DELAWARE INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

(a Delaware corporation)

In accordance with the California General Corporation Law and Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST:  The name of the surviving corporation is Delaware International Lottery & Totalizator Systems, Inc., a Delaware corporation (the “Surviving Corporation”), and the name of the corporation being merged into this surviving corporation is International Lottery & Totalizator Systems, Inc., a California corporation (the “Merging Corporation”).

SECOND:  That an Agreement and Plan of Merger, dated January 8, 2014 (the “Agreement and Plan of Merger”), has been approved, adopted, certified, executed and acknowledged by the Surviving Corporation and the Merging Corporation pursuant to Title 8, Section 252 of the Delaware General Corporation Law.

THIRD:  The name of the Surviving Corporation is Delaware International Lottery & Totalizator Systems, Inc.

FOURTH:  The Certificate of Incorporation of the Surviving Corporation as in effect immediately prior to the merger shall be amended and restated in its entirety as set forth in Exhibit A and, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation upon the effectiveness of the merger until duly altered, amended or repealed in accordance with the provisions thereof and applicable law.

FIFTH:  A copy of the Agreement and Plan of Merger is maintained on file at 2310 Cousteau Court, in the City of Vista, California 92081, the principal place of business of the Surviving Corporation.

SIXTH:  A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation on request, without cost, to any stockholder of any constituent corporation.

SEVENTH:  The authorized capital stock of the Merging Corporation is 70,000,000 shares of capital stock, of which (i) 50,000,000 are designated common stock, no par value per share, and (ii) 20,000,000 designated preferred stock, no par value per share.

EIGHTH:  The merger shall be effective as of 9:00 a.m., Eastern Time, on December 30, 2014.

* * * * *

[ signature page follows]

-2-

IN WITNESS WHEREOF, the undersigned corporation has duly executed and delivered this Certificate of Merger as of December 30, 2014.

DELAWAREINTERNATIONAL LOTTERY &
TOTALIZATOR SYSTEMS, INC.
a Delaware corporation
By:	/s/ Siaw Peng Low
Name:	Siaw Peng Low
Title:	Corporate Secretary

[Signature Page to Certificate of Merger of Delaware International Lottery & Totalizator Systems, Inc.]

EXHIBIT A

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

(a Delaware corporation)

ARTICLE I

NAME

The name of the corporation is International Lottery & Totalizator Systems, Inc. (the “Corporation”).

ARTICLE II

AGENT

The address of the Corporation's registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

STOCK

The aggregate number of shares which the Corporation shall have authority to issue is seventy million (70,000,000), par value $0.01 per share (the “Common Stock”).

ARTICLE V

BOARD OF DIRECTORS

In furtherance and not in limitation of the powers conferred by the DGCL:

A.  The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

B.  Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

C.  The books of the Corporation may be kept at such place within or without the State of Delaware as the Bylaws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

ARTICLE VI

AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation.

ARTICLE VII

LIABILITY OF DIRECTORS

To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, notwithstanding any provisions of law imposing such liability. Any amendment, alteration or repeal of this Article VII that adversely affects any right of a director shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

ARTICLE VIII

INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by Section 145 of the DGCL as the same exists or as may hereafter be amended, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her on his or her behalf in connection with such action, suit or proceeding and any appeal there from. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article VIII. The Corporation shall not indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article VIII (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

-2-

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

(a Delaware corporation)

International Lottery & Totalizator Systems, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), pursuant to Sections 228 and 242 of the DGCL, does hereby certify:

1.That the name of the Corporation is International Lottery & Totalizator Systems, Inc. and that Corporation was originally incorporated pursuant to a Certificate of Incorporation filed with the Secretary of State of Delaware on October 3, 2013, and as subsequently amended and restated December 30, 2014.

2.That Article IV of the of the Certificate of Incorporation of the Corporation is hereby amended by adding the following paragraph at the end of said Article IV:

At 5:00 p.m., Eastern Time, on December 31, 2014, each nine million two hundred forty-five thousand three hundred seventeen (9,245,317) shares of the Corporation’s Common Stock that are issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of the Corporation’s Common Stock (the “Reverse Split”).  No fractional shares shall be issued in connection with the Reverse Split.  To the extent that a stockholder holds a number of shares of Common Stock after giving effect to the Reverse Split that is not a whole number, such stockholder shall receive cash in lieu of any fractional shares, determined based on a pre-Reverse Split price of $1.33 per share.

3.That, after giving effect to the Reverse Spilt, the first sentence of Article IV of the Certificate of Incorporation of the Corporation is hereby amended and restated as follows:

The aggregate number of shares which the Corporation shall have authority to issue is ten (10), par value $0.01 per share (the “Common Stock”).

4.That the amendment to the Certificate of Incorporation herein certified has been duly adopted by written consent and notice has been given in accordance with the provisions of Sections 228 and 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this December 30, 2014.

INTERNATIONAL LOTTERY & TOTALIZATOR
SYSTEMS, INC
a Delaware corporation
By:	/s/ Siaw Peng Low
Name:	Siaw Peng Low
Title:	Corporate Secretary

EX-99.1

Exhibit 99.1

CONTACT:

Marketing Department

International Lottery & Totalizator Systems, Inc.

760-598-1655

mktg@ilts.com

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS

Announces Completion of Going Private Transaction

VISTA, CA – December 31, 2014 -- INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC. (“ILTS”) (OOTC:ITSI) announced today that effective as of December 30, 2014, International Lottery & Totalizator Systems, Inc., a California corporation (“ILTS California”), merged with and into its wholly owned subsidiary, Delaware International Lottery & Totalizator Systems, Inc., a Delaware corporation (“ILTS Delaware” or the “Company”).  The purpose of the merger was to change the state of incorporation of ILTS California from California to Delaware.  The merger was effected pursuant to that certain Agreement and Plan of Merger, dated January 8, 2014 (the “Merger Agreement”), which was approved and adopted by Berjaya Lottery Management (H.K.) Limited (“Berjaya”), the holder of 9,245,317 shares of the common stock of ILTS California, representing 71.3% of the outstanding shares, by written consent on January 9, 2014.  A certificate of merger was filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of California on December 30, 2014.

Pursuant to the Merger Agreement, ILTS Delaware is the surviving corporation and changed its name to “International Lottery & Totalizator Systems, Inc.”  Subsequent to the merger contemplated by the Merger Agreement, the Certificate of Incorporation and Bylaws of ILTS Delaware continued in full force and effect as the Certificate of Incorporation and Bylaws of the surviving corporation and the persons serving as the directors and officers of ILTS California became the directors and officers of the surviving corporation.

On the effective date of the merger, the issued and outstanding shares of common stock, without par value, of ILTS California automatically converted into shares of the common stock, par value $0.01 per share, of ILTS Delaware on a one-for-one basis, and ILTS Delaware succeeded to all the assets, rights, powers, property, debts, liabilities and obligations of ILTS California. The shareholders of ILTS California were not required to surrender their certificates for the common stock of ILTS California, but may, at their option, surrender such certificates and receive certificates of ILTS Delaware common stock.

The merger did not result in any change in the business, management, location of the principal executive offices, assets or liabilities of ILTS California.

As a result of the merger, ILTS Delaware became the successor corporation to ILTS California under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to its common stock and succeeded to ILTS California’s reporting obligations thereunder.  Pursuant to Rule 12g-3 promulgated under the Exchange Act, the common stock of ILTS Delaware is deemed to be registered under Section 12(g) of the Exchange Act.

Effective as of December 31, 2014, at 5:00 p.m. Eastern Time, the Company amended its Certificate of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split on outstanding shares of its common stock (the “Reverse Stock Split”) at a ratio of 9,245,317-for-1, whereby each 9,245,317 issued and outstanding shares of common stock prior to the Reverse Stock Split were automatically and without any action on the part of the respective holders thereof combined and converted into one (1) share of common stock.  Berjaya will remain as the sole stockholder of the Company following the Reverse Stock Split and each stockholder holding less than one (1) whole share of common stock following the Reverse Stock Split will be paid $1.33 in cash per pre-Reverse Stock Split shares of common stock in lieu of fractional share interests.

The Certificate of Amendment is intended to enable the Company to reduce its “record holders” (as defined by Rule 12g5-1 of the Exchange Act) below 300, thereby allowing it to file a Form 15 to cease its periodic reporting obligations under the Exchange Act and forego many of the expenses associated with operating as a public company subject to the reporting obligations of the Securities and Exchange Commission.

Within ten (10) business days of today, Letters of Transmittal and other documents necessary for the exchange of stock certificates will be mailed to each stockholder holding less than one (1) whole share of common stock following the Reverse Stock Split, and they will include instructions for surrendering stock certificates in exchange for the cash consideration.

As a result of the merger and reverse stock split, the Company will file a Form 15 with the Securities and Exchange Commission on January 2, 2015, thereby suspending and subsequently terminating its reporting obligations and status as a public company. In addition, the Company’s common stock will cease trading on the Over-the-Counter Market after the close of business on December 31, 2014.

International Lottery & Totalizator Systems, Inc. provides computerized wagering systems, equipment and services to lottery and racing organizations worldwide.   For more information, please visit http://www.ilts.com.

This press release includes forward−looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a “safe harbor” for forward−looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results.  All statements other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this press release are forward−looking.  We use words such as “anticipate,” “believe,” “expect,” “future,” “intend” and similar expressions to identify forward−looking statements.  Forward−looking statements reflect management's current expectations, plans or projections and are inherently uncertain. Our actual results may differ significantly from management's expectations, plans or projections.  Readers are cautioned not to place undue reliance on these forward−looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly release any revisions to these forward−looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.  Readers are urged, however, to review the factors set forth in reports that we file from time to time with the Securities and Exchange Commission.