-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ims/FwB5bcsdi91iqr8cSK8zY9wfV/g6DZtSjLarR915m7kqEgm3LmJImn8HDiLv BOuzCMdtbHvr3sXdXKiPUw== 0000922423-98-000067.txt : 19980128 0000922423-98-000067.hdr.sgml : 19980128 ACCESSION NUMBER: 0000922423-98-000067 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980127 EFFECTIVENESS DATE: 19980127 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOTOTE CORP CENTRAL INDEX KEY: 0000750004 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 810422894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44983 FILM NUMBER: 98514124 BUSINESS ADDRESS: STREET 1: 100 BELLEVUE CITY: NEWARK STATE: DE ZIP: 19714 BUSINESS PHONE: 3027374300 MAIL ADDRESS: STREET 1: 100 BELLEVUE ROAD CITY: NEWARK STATE: NJ ZIP: 19714 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TOTE INC DATE OF NAME CHANGE: 19920317 S-8 1 REGISTRATION STATEMENT Registration Statement No. 333-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Autotote Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 81-0422894 -------- ---------- State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization Identification No.) 750 Lexington Avenue, New York, New York 10022 -------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Autotote Corporation 1995 Equity Incentive Plan -------------------------- (Full title of the plans) Martin E. Schloss Vice President and General Counsel Autotote Corporation 750 Lexington Avenue 25th Floor New York, New York 10022 -------------------------------------------------------------------- (Name and Address of Agent For Service) (212) 754-2233 -------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered(1) Per Share Offering Price Registration Fee - ----------------- ------------- -------------- -------------- ---------------- Class A Common Stock, $.01 par value ("Class A Common Stock") 83,182 $ 2.25(2) $187,160 $57 Class A Common Stock 1,916,818 $2.15625(3) $4,133,139 $1,253 Total 2,000,000 -- $4,320,298 $1,310
(1) This registration statement (the "Registration Statement") covers additional shares of Class A Common Stock which may be offered or sold from time to time pursuant to the Registrant's 1995 Equity Incentive Plan, as amended, (the "Plan"). (2) The proposed maximum offering price per share has been determined pursuant to Rule 457(h)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), based upon the prices at which options previously granted pursuant to the Plan may be exercised. Page 1 of 5 Exhibit index appears on page 5 (3) Estimated solely for the purpose of calculating the registration fee. The proposed maximum offering price per share has been determined pursuant to Rules 457(h) and 457(c) promulgated under the Securities Act on the basis of the average of the high and low sale prices of the Class A Common Stock as reported on the American Stock Exchange on January 22, 1998. The contents of the Registration Statement on Form S-8 (Registration No. 333-05811) filed by the Registrant with respect to its 1995 Equity Incentive Plan are hereby incorporated by reference. Item 8. Exhibits. 5.1 Opinion of counsel as to legality of the shares of Class A Common Stock covered by this Registration Statement. 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of counsel (included in Exhibit 5.1) 24.1 Powers of Attorney for the Registrant are set forth on the signature page of the Registration Statement. Page 2 of 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on the 27th day of January, 1998. Autotote Corporation (Registrant) By: /s/ A. Lorne Weil ------------------------------------------- A. Lorne Weil, Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Martin E. Schloss and William Luke his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents, each acting alone, or their substitute or resubstitutes, may lawfully do or cause to be done. Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and on the date indicated. Signature Title(s) Date --------- -------- ---- /s/ A. Lorne Weil Chairman of the Board, January 27, 1998 - ---------------------- President, Chief Executive A. Lorne Weil Officer and Director (principal executive officer) /s/ William Luke Vice President and Chief January 27, 1998 - ---------------------- Financial Officer (principal William Luke financial officer) /s/ DeWayne E. Laird Corporate Controller January 27, 1998 - ---------------------- (principal accounting officer) DeWayne E. Laird /s/ Marshall Bartlett Director January 27, 1998 - ---------------------- Marshall Bartlett /s/ Larry J. Lawrence Director January 27, 1998 - ---------------------- Larry J. Lawrence Page 3 of 5 /s/ Sir Brian Wolfson Director January 27, 1998 - ---------------------- Sir Brian Wolfson /s/ Alan J. Zakon - ---------------------- Director January 27, 1998 Alan J. Zakon Page 4 of 5 INDEX TO EXHIBITS Page 5.1 Opinion of counsel as to legality of the shares of Class A Common Stock covered by this Registration Statement. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of counsel. (included in Exhibit 5.1). 24.1 Powers of Attorney for the Registrant are set forth on the signature page of the Registration Statement. Page 5 of 5 EX-5.1 2 OPINION OF COUNSEL [LOGO OF AUTOTOTE APPEARS HERE] Exhibit 5.1 January 27, 1998 Autotote Corporation 750 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: I am the Vice President and General Counsel of Autotote Corporation, a Delaware corporation (the "Company"), and have acted as counsel to the Company in connection with its Registration Statement on Form S-8 filed pursuant to the Securities Act of 1933, as amended, relating to the registration of 2,000,000 additional shares (the "Shares") of the Company's Class A Common Stock, par value $.01 per share (the "Common Stock"), which may be issued under the Company's 1995 Equity Incentive Plan (the "Plan"). The total number of shares of Common Stock issuable under the Plan is 4,000,000. For purposes of the opinion expressed in this letter, I have examined the Certificate of Incorporation and By-laws of the Company, records of the corporate proceedings of the Company and such other documents and records of the Company as I have deemed necessary or appropriate as a basis for such opinion. In making my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as photostatic or conformed copies. I am a member of the Bar of the State of New York and, for purposes of the opinion expressed in this letter, do not hold myself out as expert on, nor am I in rendering the opinion expressed herein passing on, the laws of any jurisdiction other than the federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware. Based on the foregoing, and having regard to such legal considerations as I have deemed relevant, I am of the opinion that the Shares have been duly authorized and, upon the issuance thereof and payment therefor in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. I hereby consent to the inclusion of this letter as an exhibit to the Registration Statement. In giving such consent we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder. Very truly yours, /s/ Martin E. Schloss --------------------- Martin E. Schloss EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 The Board of Directors and Stockholders Autotote Corporation: We consent to the incorporation by reference of our report dated December 5, 1996, except for Notes 7 and 21 which are as of January 29, 1997, and Note 22 which is as of July 1, 1997, with respect to the consolidated balance sheets of Autotote Corporation and subsidiaries as of October 31, 1996 and 1995, and the related consolidated statements of operations, stockholders' equity (deficit), cash flows and financial statement schedule for each of the years in the three-year period ended October 31, 1996, which report appears in the October 31, 1996, annual report on Form 10-K of Autotote Corporation. /s/ KPMG Peat Marwick LLP ------------------------- KPMG Peat Marwick LLP Short Hills, New Jersey January 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----