SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Autotote Corporation
(Name Of Issuer)
-----------
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
[ ]
(CUSIP Number of Class of Securities)
-----------
Luciano La Noce Niels Heck
Olivetti International S.A. The Oak Fund
125 Avenue du X Septembre PO Box 31106 SMB, Corporate Center
Luxembourg West Bay Road
Grand Cayman, Cayman Islands
(1-345) 949 3977
Corrado Ariaudo Peter A. Cohen
Olivetti S.p.A. Ramius Securities, LLC, Ramius Capital Group, LLC
Via Jervis, 77 and C4S & Co., LLC
10015 Ivrea, Italy 666 Third Avenue
26th Floor
New York, NY 10017
(212) 845-7900
Sandrine Sas
PEI N.V.
83 Avenue Franklin Roosevelt
B 1050 Brussels
(01132) 26 44 2900
Roberto Sgambati Roberto Sgambati
Lottomatica S.p.A. Cirmatica Gaming, S.A.
Via di Porta Latina, 8 Rambla de Catalunya 16, 4E2a
Rome, Italy 00179 Barcelona, Spain 08007
(011 39) 06 772 991 (011 34) 93 317 8300
copies to
Michael S. Immordino David S. Allinson
Latham & Watkins Latham & Watkins
99 Bishopsgate 885 Third Avenue
London New York, NY 10021
EC2M 3XF (212) 906-1200
(011 44) 20 7710 1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 8, 2001
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
(Continued on following pages)
(Page 1 of 50 pages)
SCHEDULE 13D
------------------
CUSIP NO. Page 2 of 50
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cirmatica Gaming, S.A.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
AF WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
18,329,622
---------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 1,832,877 (1,099,748 shares solely with
OWNED BY respect to the designation and voting of
EACH directors - See Item 5.)
REPORTING
PERSON WITH ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
18,329,622
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
------------------
CUSIP NO. Page 3 of 50
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,162,500 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
33.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
------------------
CUSIP NO. Page 4 of 50
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lottomatica S.p.A.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
---------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
------------------
CUSIP NO. Page 5 of 50
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
SCHEDULE 13D
------------------
CUSIP NO. Page 6 of 50
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ramius Securities, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCES OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,093,009
---------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
1,093,009
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
SCHEDULE 13D
------------------
CUSIP NO. Page 7 of 50
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,093,009 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
PAGE 8 OF 50
------------------
CUSIP NO.
-----------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PEI N.V.
-----------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
-----------------------------------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
-----------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or
2(f) [ ]
-----------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-----------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF 366,582 (solely with
SHARES BENEFICIALLY respect to the
OWNED BY designation and voting
EACH of directors - See
REPORTING Item 5.)
PERSON WITH
----------------------------------------------------
9 SOLE DISPOSITIVE POWER
366,582
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------------------------------
SCHEDULE 13D
PAGE 9 OF 50
------------------
CUSIP NO.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,582 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
PAGE 10 OF 50
------------------
CUSIP NO.
-------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ramius Capital Group, LLC
-------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
-------------------------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
Not applicable
-------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or
2(f) [ ]
-------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
SCHEDULE 13D
PAGE 11 OF 50
------------------
CUSIP NO.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, IA
--------------------------------------------------------------------------------
SCHEDULE 13D
PAGE 12 OF 50
------------------
CUSIP NO.
----------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
C4S & Co., LLC
----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
----------------------------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
Not applicable
----------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or
2(f) [ ]
----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
---------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------------------------------------------------------------------------------------------
SCHEDULE 13D
PAGE 13 OF 50
------------------
CUSIP NO.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
---------------------- Page 14 of 50
CUSIP NO.
-------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Oak Fund
-------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
-------------------------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
-------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
-------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF 733,165 (solely with respect to the
SHARES BENEFICIALLY designation and voting of directors - See
OWNED BY Item 5.)
EACH
REPORTING ------------------------------------------------
PERSON WITH
9 SOLE DISPOSITIVE POWER
733,165
SCHEDULE 13D
---------------------- Page 15 of 50
CUSIP NO.
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
SCHEDULE 13D
---------------------- Page 16 of 50
CUSIP NO.
-------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,165 Shares
-------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
-------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.2%
-------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------------------------
SCHEDULE 13D
---------------------- Page 17 of 50
CUSIP NO.
-------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Olivetti International S.A.
-------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
-------------------------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
-------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
-------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
-------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 733,129
OWNED BY
EACH ------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
733,129
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
SCHEDULE 13D
---------------------- Page 18 of 50
CUSIP NO.
-------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,129 Shares
-------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.2%
--------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------------------------
SCHEDULE 13D
---------------------- Page 19 of 50
CUSIP NO.
--------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Olivetti S.p.A.
--------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
--------------------------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
--------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
--------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
--------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY 0
OWNED BY
EACH -------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------------------------
SCHEDULE 13D
---------------------- Page 20 of 50
CUSIP NO.
--------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
--------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
--------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to the Statement on Schedule 13D relates to the
Class A Common Stock, par value $0.01 per share ("Common Stock"), of Autotote
Corporation, a Delaware corporation (the "Issuer"), and hereby amends and
supplements the Schedule 13D previously filed by the applicable Reporting
Persons (as defined below) (this "Schedule 13D"). The principal executive
offices of the Issuer are located at 750 Lexington Avenue, 25th Floor, New York,
New York 10022.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed jointly by:
(1) Cirmatica Gaming S.A., a company incorporated under the laws
of Spain ("Cirmatica");
(2) Lottomatica S.p.A., a company incorporated under the laws of
Italy ("Lottomatica");
(3) Ramius Securities, LLC, a limited liability company
incorporated under the laws of Delaware ("Ramius Securities");
(4) Ramius Capital Group, LLC, a limited liability company
incorporated under the laws of Delaware ("Ramius Capital");
(5) C4S & Co., LLC a limited liability company incorporated under
the laws of Delaware ("C4S & Co.")
(6) PEI N.V., a company incorporated under the laws of Belgium
("PEI");
(7) The Oak Fund, a Cayman Islands exempted company ("Oak");
(8) Olivetti International S.A., a company incorporated under the
laws of Luxembourg ("Olivetti International"); and
(9) Olivetti S.p.A., a limited liability company organized under
the laws of Italy ("Olivetti")
(Each of the foregoing shall be known, individually, as a "Reporting
Person" and, collectively, as the "Reporting Persons").
Olivetti is a conglomerate operating through its affiliates and
subsidiaries in the electronics, information technology and telecommunication
fields. The principal executive offices of Olivetti are located at the Via
Jervis, 77, 10015 Ivrea, Italy. Olivetti International, a wholly owned
subsidiary of Olivetti, is engaged in holding investments in subsidiaries and
affiliated companies providing finance and guarantees to group affiliates and
managing other investments and cash funds. The principal executive offices of
Olivetti International are located at 125 Avenue du X Septembre, Luxembourg.
Lottomatica is a privately held Italian company whose primary business
is managing the Italian national lottery under the supervision of the Italian
Ministry of Finance. Olivetti directly owns 18%, and through one of its
subsidiaries owns 1.09%, of the shares of Lottomatica and Telecom Italia S.p.A,
through a number of subsidiaries and affiliates, owns 19.7% of the shares of
Lottomatica. Olivetti through one of its subsidiaries owns 39.50% of the shares
in Telecom Italia S.p.A. The principal executive offices of Lottomatica are
located at Via di Porta Latina, 8, Rome 00179, Italy.
Cirmatica, a wholly owned subsidiary of Lottomatica, has been newly
formed to hold and control Lottomatica's investment in the Issuer. Cirmatica has
not carried on any significant activities other than in connection with
purchasing shares of Series A Convertible Preferred Stock, par value $1.00 per
share (the "Preferred Stock"), of the Issuer as described in Item 4 of this
Schedule 13D. The principal executive offices of Cirmatica are located at Rambla
De Catalunya 16, 4E2a, Barcelona, Spain.
PEI is a privately held Belgian company whose primary business is
private equity investments. The principal business offices of PEI are 83 Avenue
Franklin Roosevelt, B 1050 Brussels.
Oak is principally engaged in the business of investing in securities.
The principal business office of Oak is P.O. Box 31106 SMB, Corporate Center,
West Bay Road, Grand Cayman, Cayman Islands.
(i) Schedule 1 attached to this Schedule 13D contains the following
information concerning the directors, executive officers or managing members (as
appropriate) of each Reporting Person: (i) name; (ii) citizenship; (iii)
principal business occupation or employment and (iv) the home address or the
name, principal business and address of any corporation or other organization in
which such employment is conducted. Schedule 1 is incorporated herein by
reference.
22
During the last five years, except as reported below, none of the
Reporting Persons or, to the best of their knowledge, any of their respective
executive officers, directors or managing members (as appropriate) (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceedings was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
Olivetti was fined Lire 100 million by the Italian Treasury Ministry
for Olivetti's delay of 24 hours in meeting its obligation to notify Consob (the
Italian equivalent of the Securities and Exchange Commission) of the sale by it
of 24,405,000 shares of Telecom Italia S.p.A. The Court of Appeal has upheld
this decision and Olivetti is considering a further appeal. Mr. Antonio Tesone,
as Chairman and legal representative of Olivetti, is jointly liable for such
fine.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Each of Oak, PEI and Olivetti International funded its purchase of
Preferred Stock as described in Item 5 from working capital. Cirmatica, which
was formed for the purpose of holding shares of Preferred Stock as described in
Item 5, received a $50,000,000 capital contribution from Lottomatica and
borrowed $50,000,000 from Olivetti pursuant to an oral agreement whereby
Cirmatica is obligated to pay the principal amount of the loan plus interest at
a rate equal to the applicable EURIBOR rate plus 2% at the end of one year from
the date the loan was made. Lottomatica and Olivetti provided such funds from
working capital.
ITEM 4. PURPOSE OF THE TRANSACTION
Simultaneously with the completion of the Issuer's acquisition of
Scientific Games Holding Corp., a Delaware corporation, on September 6, 2000,
the Issuer sold an aggregate of 1,127,500 shares of Preferred Stock to
Cirmatica, Oak, Peconic Fund Ltd. ("Peconic"), Ramius Securities and Olivetti
International (collectively, the "Purchasers") (of which Ramius Securities
received 27,500 in respect of the payment of a placement agent fee). See Item 5
for details regarding the number of shares of Preferred Stock acquired by each
Purchaser. The Issuer used most of the proceeds received in the sale of the
Preferred Stock to repurchase certain of its existing subordinated debt.
The Purchasers acquired the Preferred Stock as an investment and to
obtain a voice in the management of the Issuer through minority representation
on the Issuer's Board of Directors.
23
Immediately after the Purchasers acquired the Preferred Stock and in
accordance with the rights granted to the Purchasers in the Certificates of
Designations and the Stockholders Agreement as more fully described in Item 6,
the size of the Issuer's Board of Directors was increased to 10 directors and
four representatives of the Purchasers -- Peter A. Cohen, Luciano La Noce,
Roberto Sgambati and Michael S. Immordino -- were appointed as directors. The
Purchasers have, collectively, been granted the right to elect or, upon
conversion of the Preferred Stock into Common Stock, designate for election, up
to four members to the Issuer's Board of Directors. See Item 6 for a description
of the Purchasers' rights to elect or designate, as the case may be, members to
the Board of Directors of the Issuer depending on the percentage of shares of
Common Stock beneficially owned by the Purchasers.
The foregoing descriptions do not purport to be complete and are
qualified in their entirety by reference to the Certificate of Designations,
Preferences and Relative, Participating, Optional and Other Special Rights of
the Series A Convertible Preferred Stock (the "Certificate of Designations"),
the Preferred Stock Purchase Agreement, dated as of September 6, 2000, by and
among the Purchasers and the Issuer (the "Stock Purchase Agreement"), the
Stockholders' Agreement, dated as of September 6, 2000, by and among the
Purchasers and the Issuer (the "Stockholders' Agreement"), and the Voting
Agreement, dated as of September 6, 2000, as amended, (the "Voting Agreement"),
by and among the Purchasers (other than Ramius Securities and PEI), a copy of
each of which has been filed as an exhibit to this Schedule 13D and is
incorporated herein by reference.
None of the Reporting Persons currently has (i) any plans to dispose of
shares of Preferred Stock or shares of Common Stock into which the shares of
Preferred Stock are convertible, (ii) any intention of acquiring additional
shares of Preferred Stock (other than through in-kind dividends) or Common Stock
(other than through the conversion of Preferred Stock or the exercise of
pre-emptive or other rights under the agreements described in Item 6), or (iii)
any plans or proposals, which relate to or would result in (a) the acquisition
by any person of additional securities of the Issuer, or the disposition of
securities of the Issuer, (b) an extraordinary corporate transaction, (c) a sale
or transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present management of the Issuer, (e) any
material change in the present capitalization or dividend policy of the Issuer,
(f) any other material change in the Issuer's business or corporate structure,
(g) any other material change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of securities of the
Issuer to be delisted from a national securities association, (i) a class of
24
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, or (j) any action similar to any of those enumerated in (a) through (i)
above. Notwithstanding the foregoing, each of the Reporting Persons retains its
right to (a) vote the Preferred Stock and elect or designate directors to the
Issuer's Board of Directors as described in Item 6 (subject to the terms of the
Voting Agreement), (b) change its investment intent, (c) propose one or more
possible transactions to the Issuer's Board of Directors, and (d) acquire
additional shares of Preferred Stock or Common Stock from time to time or to
sell or otherwise dispose of all or part of the Preferred Stock (or any shares
of Common Stock into which the Preferred Stock is converted) beneficially owned
by it in any manner permitted by law and the agreements described in Item 6. In
reaching any decision as to its course of action, each Reporting Person
currently expects that it would take into consideration a variety of factors,
including, but not limited to, the following: the Issuer's business and
prospects; other developments concerning the Issuer and its business generally;
other business opportunities available to such Reporting Person; developments
with respect to the business of such Reporting Person; changes in law and
government regulations; general economic conditions; and money and stock market
conditions, including the market price of the securities of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) As at February 16, 2001, there were then issued and
outstanding 40,155,991 shares of Common Stock of the Issuer, as disclosed by the
Issuer in its Transition Report on Form 10-Q for the transition period from
November 1, 2000 to December 31, 2000.
On September 6, 2000, the Purchasers (other than Ramius Securities)
acquired, for an aggregate purchase price of $110,000,000, a total of 1,100,000
shares of Preferred Stock. Olivetti International purchased 20,000 shares of
Preferred Stock for an aggregate purchase price of $2,000,000 ($650,000 of which
was credited to Olivetti as payment for certain transaction expenses), Cirmatica
purchased 1,000,000 shares of Preferred Stock for an aggregate purchase price of
$100,000,000, Oak purchased 40,000 shares of Preferred Stock for an aggregate
purchase price of $4,000,000 and Peconic purchased 40,000 shares of Preferred
Stock for an aggregate purchase price of $4,000,000. Also on September 6, 2000,
Ramius Securities received 27,500 shares of Preferred Stock with an aggregate
value of $2,750,000 as partial payment of a placement agent fee payable by the
Issuer equal to 5% of the gross proceeds received by the Issuer in respect of
the sale of Preferred Stock to the Purchasers pursuant to the Stock Purchase
Agreement.
25
Also on September 6, 2000, the Purchasers (other than Ramius
Securities) entered into the Voting Agreement. The shares of Preferred Stock
referred to above and recorded as owned by Olivetti International, Cirmatica,
Oak and PEI, together with any shares of Common Stock issued on the conversion
of any such shares of Preferred Stock (the "Voting Agreement Stock"), are
subject to the Voting Agreement as more fully described in Item 6 below and
herein incorporated by reference. By virtue of the voting arrangements set forth
in the Voting Agreement, the parties agreed to vote the Voting Agreement Stock
as directed by Cirmatica with respect to designating, and voting for, the
persons who shall be elected to the Issuer's Board of Directors pursuant to the
Certificate of Designations and the Stockholders' Agreement. Under the Voting
Agreement, Olivetti International also agreed to vote all the shares of
Preferred Stock owned by it (including all shares of Common Stock issued on the
conversion of such Preferred Stock) as directed by Cirmatica on all voting
matters relating to the Issuer in which Olivetti International has the right to
vote. On September 6, 2000, Peconic and PEI entered in to an agreement whereby
PEI agreed topurchase some or all of the Preferred Stock held by Peconic in one
or more closings prior to September 6, 2001.
Since September 6, 2001, the Issuer has, in accordance with the
Certificate of Designations as more fully described in Section 6 below and
herein incorporated by reference, issued the following stock-in-kind dividends
to the Purchasers:
-----------------------------------------------------------
Sept. 30, 2000 Dec. 31, 2000
-----------------------------------------------------------
Cirmatica 3,945 15,182
Olivetti International 78 303
Peconic 157 607
Oak 157 607
Ramius 156 606
-----------------------------------------------------------
On February 9, 2001, Peconic transferred 20,382 shares of Preferred
Stock to PEI for a total consideration of $2,205,520. As part of this
transaction, PEI became a party to the Voting Agreement, the Stock Purchase
Agreement and the Stockholders' Agreement.
On March 8, 2001, Peconic transferred its remaining 20,382 shares of
Preferred Stock to Olivetti International for a total consideration of
$2,181,030. As a result of this transaction, Peconic is no longer the holder of
any Voting Agreement Stock and, therefore, is no longer subject to any of the
voting arrangements set forth in the Voting Agreement.
26
As a result of these voting arrangements and the transactions described
above, Cirmatica, and Lottomatica, as the sole shareholder of Cirmatica, may be
deemed to beneficially own the Voting Agreement Stock which represents 33.4% of
the outstanding Common Stock (assuming conversion of 1,121,036 shares of the
Preferred Stock held by the parties to the Voting Agreement). Lottomatica hereby
disclaims beneficial ownership of the Voting Agreement Stock and this Schedule
13D shall not be construed as an admission that Lottomatica is the beneficial
owner of the Voting Agreement Stock.
In addition to its beneficial ownership of the Voting Agreement Stock
as described above, Cirmatica is the record owner of 1,019,127 shares of
Preferred Stock. Assuming the conversion of all of its Preferred Stock as of the
date hereof, Cirmatica would own in the aggregate 18,329,622 shares of Common
Stock of the Issuer, representing approximately 33.4% of the outstanding Common
Stock of the Issuer (the "Cirmatica Common Stock").
Cirmatica has the sole power to vote or to direct the voting of the
Cirmatica Common Stock on all matters and has the sole power to dispose or to
direct the disposition of, the Cirmatica Common Stock. Because Lottomatica is
the sole shareholder of Cirmatica, Lottomatica may be deemed to beneficially own
the Cirmatica Common Stock. Lottomatica disclaims beneficial ownership of the
Cirmatica Common Stock reported herein and this Schedule 13D shall not be
construed as an admission that Lottomatica is the beneficial owner of the
Cirmatica Common Stock.
Ramius Securities is the record owner of 28,262 shares of Preferred
Stock. Ramius Securities also owns 172,100 shares of Common Stock. Assuming the
conversion of all of its Preferred Stock as of the date hereof, Ramius
Securities would own in the aggregate 680,409 shares of Common Stock of the
Issuer, representing approximately 1.7% of the outstanding Common Stock of the
Issuer (the "Ramius Securities Common Stock").
Ramius Securities has the sole power to vote and to dispose of the
Ramius Securities Common Stock. Because Ramius Capital is the sole shareholder
of Ramius Securities and C4S & Co. is the managing member of Ramius Capital,
each of Ramius Capital and C4S & Co. may be deemed to beneficially own the
Ramius Securities Common Stock. Each of Ramius Capital and C4S & Co. disclaim
beneficial ownership of the Ramius Securities Common Stock reported herein and
this Schedule 13D shall not be construed as an admission that either Ramius
Capital or C4S & Co. is the beneficial owner of the Ramius Capital Common Stock.
In addition, Ramius Securities, acting in its capacity as an investment
advisor to certain third parties, has the sole power to vote, or direct the
voting of, and the sole power to dispose, or direct the disposition of, 412,600
shares of
27
Common Stock of which Ramius Securities is not the record owner (the"Investment
Advisor Common Stock"). Ramius Capital, as the sole shareholder of Ramius
Securities, and C4S & Co., as the managing member of Ramius Capital, may be
deemed to beneficially own the Investment Advisor Common Stock. Each of Ramius
Capital and C4S & Co. disclaims beneficial ownership of the Investment Advisor
Common Stock reported herein and this Schedule 13D shall not be construed as an
admission that either Ramius Capital or C4S & Co. is the beneficial owner of the
Investment Advisor Common Stock.
PEI is the record owner of 20,382 shares of Preferred Stock. Assuming
the conversion of all of its Preferred Stock as of the date hereof, PEI would
own in the aggregate 366,582 shares of Common Stock of the Issuer, representing
approximately 0.6% of the outstanding Common Stock of the Issuer (the "PEI
Common Stock").
As described above and solely with respect to designating, and voting
for, the persons who shall be elected to the Issuer's Board of Directors,
Cirmatica has, by contract, the sole power to direct the voting of the PEI
Common Stock. On all other matters, PEI has the sole power to vote, or to direct
the voting of, the PEI Common Stock and has the sole power to dispose, or direct
the disposition of, the PEI Common Stock.
Oak is the record owner of 40,764 shares of Preferred Stock. Assuming
the conversion of all of its Preferred Stock as of the date hereof, Oak would
own in the aggregate 733,165 shares of Common Stock of the Issuer, representing
approximately 1.2% of the outstanding Common Stock of the Issuer (the "Oak
Common Stock").
As described above and solely with respect to designating, and voting
for, the persons who shall be elected to the Issuer's Board of Directors,
Cirmatica has, by contract, the sole power to direct the voting of the Oak
Common Stock. On all other matters, Oak has the sole power to vote, or to direct
the voting of, the Oak Common Stock and has the sole power to dispose, or direct
the disposition of, the Oak Common Stock.
Olivetti International is the record owner of 40,762 shares of
Preferred Stock. Assuming the conversion of all of its Preferred Stock as of the
date hereof, Olivetti International would own in the aggregate 733,129 shares of
Common Stock of the Issuer, representing approximately 1.2% of the outstanding
Common Stock of the Issuer ("Olivetti International Common Stock").
As described above, Cirmatica has, by contract, the sole power to
direct the voting of the Olivetti International Common Stock with respect to all
matters concerning the Issuer in which Olivetti International is entitled to
vote. Olivetti International has the sole power to dispose, or to direct the
disposition, of the Olivetti International Common
28
Stock. As a result, Olivetti, as the sole shareholder of Olivetti International,
may be deemed to beneficially own the Olivetti International Common Stock.
Olivetti disclaims beneficial ownership of the Olivetti International Common
Stock reported herein and this Schedule 13D shall not be construed as an
admission that Olivetti is the beneficial owner of the Olivetti International
Common Stock.
Other than each Purchaser's ownership of Preferred Stock and Ramius
Securities' ownership of 172,100 shares of Common Stock, together with its
beneficial ownership of 412,600 shares of Common Stock by virtue of its capacity
as an investment advisor to certain third parties, each as described herein,
each Reporting Party hereby disclaims beneficial ownership of the Issuer's
Common Stock reported herein and the filing of this Schedule 13D shall not be
construed as an admission that any such Reporting Person is the beneficial owner
of any securities covered by this Schedule 13D.
(c) Except as set forth in this Item 5, none of the Reporting Persons
nor, to the best of their knowledge, any of their respective directors,
executive officers or managing members (as appropriate) has effected any
transaction involving the Issuer's Common Stock during the last 60 days.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The responses to Items 4 and 5 and Exhibits 1, 2, 3, 4, & 5 of this
Schedule 13D are herein incorporated by reference.
Preferred Stock Purchase Agreement
Pursuant to the Stock Purchase Agreement the Issuer made certain
customary representations and warranties relating to, among other things, the
Preferred Stock and the condition of the Issuer's business. The Stock Purchase
Agreement provides that the Issuer shall indemnify each of the Purchasers and
their respective affiliates, directors, shareholders, officers, employees and
agents from and against all damages (including reasonable attorneys fees)
arising out of a breach of (i) any representation or warranty relating to the
due organization, authority and capitalization of the Issuer, the existence of
certain exemptions applicable to Olivetti, Cirmatica, Lottomatica and their
respective affiliates under the change of control provisions contained in the
Issuer's employee severance agreements, and the accuracy of information provided
to the Purchasers, or (ii) covenants made by the Issuer in the Stock Purchase
Agreement and the other transaction documents.
29
The foregoing description of the Stock Purchase Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference
to the Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 2
and incorporated herein by reference.
Certificate of Designations
Each share of Preferred Stock is convertible (at the option of the
holder thereof) at any time into the number of fully paid and nonassessable
shares of Common Stock calculated by dividing the Liquidation Preference (as
defined below) by $6.00 (the "Conversion Price"), such Conversion Price to be
adjusted in certain circumstances as provided for in the Certificate of
Designations. In accordance with such Certificate of Designations, the holders
of Preferred Stock were notified that the Conversion Price had been adjusted to
$5.56.
The Preferred Stock, with respect to payment of dividends, redemption
payments and rights upon liquidation, dissolution or winding up the affairs of
the Issuer, ranks senior and prior to the Common Stock and any other class or
series of capital stock of the Company which by its terms ranks junior to the
Preferred Stock. In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Issuer, the holders of the Preferred Stock will
be entitled to receive $100.00 per share (the "Liquidation Preference") plus all
accrued and unpaid dividends prior to the payment date.
The holders of Preferred Stock will receive cumulative dividends at the
annual rate of 6% of the sum of (x) the Liquidation Preference and (y) all
unpaid dividends, if any, whether or not declared, from the date of issuance of
Preferred Stock to the applicable dividend payment date. Dividends will be
payable in additional shares of Preferred Stock or, at the Issuer's option
beginning on September 30, 2002, in cash. In the event the Issuer pays cash
dividends on any of its capital stock, the holders of Preferred Stock will be
entitled to receive any such cash dividends as if the holders converted all of
their Preferred Stock into Common Stock pursuant to the Certificate of
Designations.
From and after September 1, 2003, the Issuer at its option, may redeem
all but not less than all of the shares of Preferred Stock, at the redemption
price of 105% of the Liquidation Preference thereof, plus an amount equal to the
unpaid dividends thereon, if the Current Market Price (as defined in the
Certificate of Designations) of the Common Stock exceeds $10.00 per share and
the Issuer has filed a registration statement covering the shares of Common
Stock underlying the Preferred Stock which has been effective for at least 180
days.
30
Holders of shares of Preferred Stock are entitled to vote together as a
single class with the holders of shares of Common Stock on all matters as to
which holders of shares of Common Stock are entitled to vote. In such instances,
each share of Preferred Stock will vote on an "as converted" basis, using the
Conversion Price then in effect.
Pursuant to the Certificate of Designations, holders of shares of
Preferred Stock voting together as a single class are entitled to elect: 4 of
the Issuer's directors so long as the Purchasers collectively own more than 25%
of the outstanding shares of Common Stock (counting the Preferred Stock on an as
converted basis); 3 of the Issuer's directors so long as the Purchasers
collectively own more than 20% of the outstanding shares of Common Stock
(counting the Preferred Stock on an as converted basis); 2 of the Issuer's
directors so long as the Purchaser collectively own more than 10% of the
outstanding Common Stock (counting the Preferred Stock on an as converted
basis); and 1 of the Issuers directors so long as the Purchasers collectively
own 5% of the outstanding Common Stock (counting the Preferred Stock on an as
converted basis). In addition, if the Issuer fails to pay dividends on the
Preferred Stock in accordance with the Certificate of Designations or fails to
provide for the election of directors as specified in the Certificate of
Designations, the number of directors of the Issuer's Board of Directors will be
increased by 3 and the Purchasers will be entitled to elect such additional
directors to serve on the Issuer's Board of Directors. When the failure to pay
such dividends on the Preferred Stock or to provide for such election of
directors is cured, then the rights of the Purchasers to elect such additional
directors will cease, and the term of office of any person elected as an
additional director will terminate and the number of the Issuer's Board of
Directors will be reduced accordingly.
The Certificate of Designations also provides that the Issuer shall
need the consent of the holders of shares of Preferred Stock that own more than
50% of the then outstanding shares of Preferred Stock to effect any of the
following: (i) any amendment, alteration or repeal of any provision of the
Certificate of Designations; (ii) any amendment, alteration or repeal to any
provision of the Certificate of Incorporation of the Issuer that could adversely
affect the preferences, rights or powers of the Preferred Stock; (iii) any
authorization, issuance or creation of any class or series of capital stock of
the Issuer; (iv) any increase in size of the Board of Directors of Issuer
(except in accordance with the Certificate of Designations or the Stockholders'
Agreement; (v) any change in State of incorporation of the Issuer; (vi) any
delisting of the Issuer's Common Stock from the American Stock Exchange or
listing of Common Stock on a different exchange or national quotation system;
and (vii) any decision, commitment or other arrangement to effect any of the
foregoing.
31
The foregoing description does not purport to be complete and is
qualified in its entirely by reference to the Certificate of Designations, a
copy of which is filed as Exhibit 3 to this Schedule 13D and is incorporated
herein by reference.
Stockholders' Agreement
The Stockholders' Agreement provides, among other things, that the
Purchasers shall have the right under certain circumstances in connection with
new issuances of securities by the Issuer to purchase a number of such
securities from the Issuer necessary to maintain such Purchaser's percentage
ownership interest in the Issuer. These rights to purchase additional securities
of the Issuer will terminate upon the earliest to occur of (a) September 6, 2004
(b) the date on which all of the Preferred Stock is redeemed by the Issuer in
accordance with the Certificate of Designations and (c) the date on which the
Preferred Stock is automatically converted into shares of Common Stock in
accordance with the Certificate of Designations. Each of the Purchasers shall
have a right of over-allotment whereby if any Purchaser fails to purchase
securities of the Issuer to which it is entitled, each other Purchaser shall
have the right to purchase some of the non-purchasing Purchaser's portion of
such securities on a pro rata basis.
The Stockholders' Agreement further provides that Olivetti
International and Cirmatica and their permitted assigns shall be subject to
certain standstill provisions that generally prohibit them from acquiring until
September 6, 2004 beneficial ownership of any equity interest of the Issuer
which, together with any equity interest of the Issuer beneficially owned by
them would equal more than 45% of the then outstanding shares of Common Stock of
the Issuer or securities convertible into Common Stock of the Issuer on a fully
diluted basis. Under the Stockholders' Agreement, Olivetti International,
Cirmatica and their permitted assigns will also be prohibited from soliciting
proxies with respect to the Issuer until September 6, 2003.
In addition, the Stockholders' Agreement provides that, subject to the
provisions of the Certificate of Designations, the Board of Directors of the
Issuer shall consist of ten directors and that the Purchasers shall have the
right to designate and have appointed: (A) 4 directors minus the number of
directors that the Purchasers are entitled to elect as a single class pursuant
to the Certificate of Designations, provided that the Purchasers beneficially
own in aggregate at least 25% of the outstanding shares Common Stock of the
Issuer on a fully diluted basis (counting the Preferred Stock on an as converted
basis); (B) 3 directors minus the number of directors that the Purchasers are
entitled to elect as a single class pursuant to the Certificate of Designations,
provided that the Purchasers beneficially own in
32
aggregate at least 20% of the outstanding shares Common Stock of the Issuer on a
fully diluted basis (counting the Preferred Stock on an as converted basis);
(C) 2 directors minus the number of directors that the Purchasers are entitled
to elect as a single class pursuant to the Certificate of Designations, provided
that the Purchasers beneficially own in aggregate at least 10% of the
outstanding shares Common Stock of the Issuer on a fully diluted basis (counting
the Preferred Stock on an as converted basis); and (D) 1 director minus the
number of directors that the Purchasers are entitled to elect as a single class
pursuant to the Certificate of Designations, provided that the Purchasers
beneficially own in aggregate at least 5% of the outstanding shares Common Stock
of the Issuer on a fully diluted basis (counting the Preferred Stock on an as
converted basis). If the Issuer fails to comply with these provisions, then for
as long as the failure continues, the number of directors on the Board shall be
increased by 3 and the Purchasers shall have the right to designate and have
elected 3 additional directors to the Board regardless of the number of shares
of Common Stock or Preferred Stock held by them. Pursuant to the Stockholders'
Agreement, immediately after the closing of the purchase of the Preferred Stock,
Messrs. Luciano La Noce, Peter Cohen, Roberto Sgambati and Michael Immordino,
the representatives of the Purchasers, were appointed as directors of the
Issuer.
The Stockholders' Agreement further provides that as long as the
Purchasers beneficially own in aggregate at least 10% of the outstanding shares
of Common Stock of the Issuer on a fully diluted basis (counting the Preferred
Stock on an as converted basis), the consent of the Purchasers holding at least
50% of the shares of Common Stock issued or issuable upon conversion of the
Preferred Stock shall be necessary for authorizing, effecting and validating (i)
any amendment, alteration or repeal of any provision of the Certificate of
Designations; (ii) any amendment, alteration or repeal to any provision of the
Certificate of Incorporation of the Issuer that could adversely affect the
preferences, rights or powers of the Preferred Stock; (iii) any authorization,
issuance or creation of any class or series of capital stock of the Issuer; (iv)
any increase in size of the Board of Directors of Issuer (except in accordance
with the Certificate of Designations or the Stockholders' Agreement); (v) any
change in the State of incorporation of Issuer; (vi) any delisting of Issuer's
Common Stock from the American Stock Exchange or listing of Common Stock on a
different exchange or national quotation system; and (vii) any decision,
commitment or other arrangement to effect any of the foregoing.
Under the Stockholders' Agreement, the Issuer has agreed to effect
"demand" registrations at any time upon the request of any of the Purchasers or
any other person holding Registrable Securities (as defined in the Stockholders'
Agreement), including registrations made on Form S-3 under the Securities Act of
1933, as amended (the "Securities
33
Act"), for an offering on a delayed or continuous basis pursuant to Rule 415
under the Securities Act. There is no limit on the number of "demand"
registrations or Form S-3 registrations that may be requested. The Stockholders'
Agreement further provides that, subject to certain limitations, the Purchasers
may include their Registrable Securities in any registration of stock by the
Issuer under the Securities Act.
Under the Stockholders' Agreement, the Issuer is required to pay all
registration expenses (other than underwriting discounts and commissions) with
respect to all registrations made for the benefit of the holders of Registrable
Securities. The Issuer is also required to pay liquidated damages in an amount
equal to 2% of the Issue Amount Per Share (as defined in the Stockholders'
Agreement) in cash of Preferred Stock, in the event the Issuer is not able to
pay cash, each month following the 150-day period in which a registration
statement has not been declared effective by the Securities and Exchange
Commission after the holders of Registrable Securities have requested
registration.
The foregoing description of the Stockholders' Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference
to the Stockholders' Agreement, a copy of which is filed as Exhibit 4 hereto and
is incorporated herein by reference.
Voting Agreement
Pursuant to the Voting Agreement, and PEI's accession thereto, Olivetti
International, Oak and PEI agreed that Cirmatica shall have the right to
designate the persons who shall serve as the directors designees of the
Purchasers pursuant to the Certificate of Designations and Stockholders'
Agreement; provided that for so long as the Purchasers are allowed under the
Stockholders' Agreement and the Certificate of Designations to designate 2 or
more directors of the Issuer Peter Cohen shall be one of the appointed nominees
for so long as he remains associated with PEI and its affiliates unless Oak,
Peconic, or their permitted assigns no longer beneficially own Preferred Stock
(or Common Stock issued on conversion of such Senior Preferred Stock).
Cirmatica, Olivetti International, Oak and PEI agreed to vote of Preferred Stock
and Common Stock in favor of the designees designated by Cirmatica. Under the
Voting Agreement, Olivetti International, Oak and PEI further agreed that
Cirmatica shall have the right to designate the designees who shall serve as
members of the committees of the Board.
34
Olivetti International also agreed to vote as directed by Cirmatica in
its sole and absolute discretion on all matters including, among other things,
ordinary and extraordinary corporate actions and all matters submitted to a
stockholder vote at general or special stockholder meetings of the Issuer.
Each of Olivetti International, Oak and PEI also agreed that it would
not, and would not permit any of its affiliates (other than Cirmatica and its
Subsidiaries), among other things, to, sell, encumber or otherwise transfer any
of its shares of Preferred Stock or Common Stock without first giving Cirmatica
prior written notice of such proposed transfer and the opportunity to purchase
all but not less than all of such shares of Preferred Stock or Common Stock at a
cash price equal to the sum of the amount of any cash plus the fair market value
of any other consideration offered by the prospective purchaser.
The foregoing description of the Voting Agreement is not, and does not
purport to be, complete and is qualified in its entirety by reference to the
Voting Agreement, as amended, a copy of which is filed as Exhibit 5 hereto and
is incorporated herein by reference.
Except as set forth in this Schedule, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect of any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of the
Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, of the giving or withholding of
proxies, or a pledge or contingency the occurrence of which would give another
person voting power over the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Filed herewith are these exhibits:
(1) Joint Filing Agreement dated May 29, 2001 among Cirmatica
Gaming S.A., Lottomatica S.p.A., Ramius Securities, LLC, PEI N.V.,
Ramius Capital Group, LLC, C4S & Co., The Oak Fund, Olivetti
International S.A. and Olivetti S.p.A.
(2) Preferred Stock Purchase Agreement dated September 6, 2000
among Autotote Corporation, Olivetti International S.A., Cirmatica
Gaming S.A., The Oak Fund and Peconic Fund Ltd. (incorporated by
reference to Exhibit 2 to the Statement on Schedule 13D filed on
September
35
15, 2000)
(3) Certificate of Designations of Series A Convertible Preferred
Stock of Autotote Corporation (incorporated by reference to Exhibit
3.3 to the 10-Q Quarterly Report of Autotote Corporation filed on
September 14, 2000).
(4) Stockholders' Agreement dated September 6, 2000 among
Autotote Corporation, Olivetti International S.A., Cirmatica Gaming
S.A., The Oak Fund and Peconic Fund Ltd. (incorporated by reference
to Exhibit 4 to the Statement on Schedule 13D filed on September 15,
2000)
(5) Voting Agreement dated September 6, 2000, as amended, among
Olivetti International S.A., Cirmatica Gaming S.A., The Oak Fund and
PEI N.V. (incorporated by reference to Exhibit 5 to the Statement on
Schedule 13D filed on September 15, 2000)
36
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.
Dated: June 26, 2001
OLIVETTI INTERNATIONAL S.A.
By: /s/ Luciano La Noce
-----------------------------
Name: Luciano La Noce
Title: Director
OLIVETTI S.p.A.
By: /s/ Enrico Grigliatti
-----------------------------
Name: Enrico Grigliatti
Title: Corporate Secretary
CIRMATICA GAMING S.A.
By: /s/ Roberto Sgambati
-----------------------------
Name: Roberto Sgambati
Title: Director
LOTTOMATICA S.p.A.
By: /s/ Roberto Sgambati
-----------------------------
Name: Roberto Sgambati
Title: Director
THE OAK FUND
By: /s/ Niels Heck
-----------------------------
Name: Niels Heck
Title: Director
PEI N.V.
By: /s/ W. Van Der Hoek
-----------------------------
Name: W. Van Der Hoek
Title: Director
37
RAMIUS SECURITIES, LLC
By: Ramius Capital Group, LLC
Its: Investment Advisor
By: C4S & Co., LLCC
Its: Managing Member
By: /s/ Peter A. Cohen
-----------------------------
Name: Peter A. Cohen
Title Managing Officer
RAMIUS CAPITAL GROUP, LLC
By: C4S & Co., LLCC
Its: Managing Member
By: /s/ Peter A. Cohen
-----------------------------
Name: Peter A. Cohen
Title Managing Officer
C4S & CO., LLC
By: /s/ Peter A. Cohen
-----------------------------
Name: Peter A. Cohen
Title Managing Officer
38
SCHEDULE 1
Board of Directors and Executive Officers
of
Cirmatica Gaming S.A.
Name Position Citizenship Principal Occupation Address of Principal Business
With Occupation
Cirmatica
Roberto Director, Chairman Italy CFO, Lottomatica S.p.A. Via di Porta Latina 8
Sgambati 00179 Rome, Italy
Antonio Director, Company Andorra Partner Rambla de Catalunya 144
Marimon Secretary Bufete Marimon Barcelona, Spain
Prats Asesores
Jaime Director Spain Promociones y Rambla de Catalunya 144
Guillem Actividades Barcelona, Spain
Hernandez RAP S.A.
39
Board of Directors and Executive Officers
of
Lottomatica S.p.A.
Name Position With Citizenship Principal Business Address of Principal Business
Lottomatica Occupation* Occupation
Marco Staderini CEO Italy Via di Porta Latina, 8
00179 Rome, Italy
Roberto Sgambati CFO Italy Via di Porta Latina, 8
00179 Rome, Italy
Francesco Longo Administrative Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Emanuela Chiti Human Resources Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Luca Contiello Technologies Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Tommaso Collaro Business Development Italy Via di Porta Latina, 8
Director 00179 Rome, Italy
Fabrizio Menichella Mktg & Communication Italy Via di Porta Latina, 8
Director 00179 Rome, Italy
Daniele Bolognesi Customer Service Italy Via di Porta Latina, 8
Director 00179 Rome, Italy
Antonio Pisanelli Legal & Societary Italy Via di Porta Latina, 8
Director 00179 Rome, Italy
--------------------
* To be completed only where principal occupation is not position held with
Lottomatica S.p.A.
40
Name Position With Citizenship Principal Business Address of Principal Business
Lottomatica Occupation* Occupation
Vitaliano Casalone Director Italy CEO of Lottomatica Via di Porta Latina, 8
International 00179 Rome, Italy
Antonio Garroni Vice Chairman Italy Chairman & CEO Tecnost Sistemi S.p.A.
Corso Massimo D'Azeglio, 69
10015 Ivrea (Torino), Italy
Corrado Ariaudo Director Italy CEO Olivetti Lexicon S.p.A.
Via Jervis, 77
10015 Ivrea, Italy
Massimo Armellini Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Sergio Baronci Director Italy Consiglieri Amministrazioni Arianna 2001 S.R.L.
Via Leopoldo Serra, 32
00153 Rome, Italy
Giorgio Bertolina Director Italy CFO, Executive V.P., Marconi Communications S.p.A.
Via Negrone S.A
10153 Genoa, Italy
Mario Blankenburg Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Arturo Bonfanti Director Italy Technical Operations Manager Albacom S.p.A.
V. Mario Bianchini, 15
Rome, Italy
Massimo Brunelli Director Italy VP and C.F.O. Telecom Italia S.p.A.
Via Flaminia, 189
00196 Rome, Italy
41
Name Position With Citizenship Principal Business Address of Principal Business
Lottomatica Occupation* Occupation
Nicola Cajano Director Italy C.E.O. Sogei S.p.A.
Via M Carucci, 99
00143 Rome, Italy
Gianroberto Casaleggio Director Italy Project Manager Via di Porta Latina, 8
00179 Rome, Italy
Luigi Castelli Director Italy Administrative Manager Banca Nazionale del Lavoro S.p.A.
Via S. Basilico, 48
00187 Rome
Italy
Enzo Concina Director Italy Managing Director BNL Multiservizi S.p.A.
Piazzale del l'Agricoltura, 24
001144 Rome, Italy
Enrico Conti Director Italy Deputy General Manager BNL Multiservizi S.p.A.
Piazzale del l'Agricoltura, 24
001144 Rome, Italy
Luciano La Noce Director Italy Director of Corporate Finance Olivetti S.p.A.
Via Jervis 77
10015 Ivrea (TO), Italy
Vittorio Nola Director Italy Via di Porta Latina, 8
00179 Rome, Italy
Massimo Panzali Director Italy Business Affairs Banca Nazionale del Lavoro S.p.A.
Via Vittorio Veneto 119 Rome, Italy
Michele Reinero Director Italy Presidente del Consiglio di Consorzio Nazionale Per l'informatica
Amministrazione Via delle Strelitzie 35
00134 Rome, Italy
42
Name Position With Citizenship Principal Business Address of Principal Business
Lottomatica Occupation* Occupation
Gilberto Ricci Director Italy CEO & Chairman Finsiel S.p.A.
Via Carciano, 4
00131 Rome, Italy
Alberto Tripi Director Italy President Gruppo Almeviva Technologies
Via Nazaionale, 82
00184 Rome, Italy
43
Board of Directors and Executive Officers
of
Olivetti S.p.A.
Name Principal Business Occupation Citizenship Address of Principal
Business Occupation
Roberto Colaninno CEO Italy Via Jervis, 77
10015 Ivrea, Italy
Luciano La Noce Director of Corporate Finance Italy Via Jervis, 77
10015 Ivrea, Italy
Antonio Tesone Chairman Italy Via Jervis, 77
10015 Ivrea, Italy
Director Italy Via Jervis, 77
Sergio Erede 10015 Ivrea, Italy
Cesare Geronzi Director Italy Via Jervis, 77
10015 Ivrea, Italy
Bruno Lamborghini Director Italy Via Jervis, 77
10015 Ivrea, Italy
Luciano Marinelli Director Italy Via Jervis, 77
10015 Ivrea, Italy
Ivano Sacchetti Director Italy Via Jervis, 77
10015 Ivrea, Italy
Piera Rosiello Director and Secretary of the Board Italy Via Jervis, 77
10015 Ivrea, Italy
Pier Luigi Fabrizi Director Italy
44
Emilio Grutti Director Italy Via Jervis, 77
10015 Ivrea, Italy
Ettore Lonati Director Italy Via Jervis, 77
10015 Ivrea, Italy
Luigi Lucchini Director Italy Via Jervis, 77
10015 Ivrea, Italy
Dino Marchiorello Director Italy Via Jervis, 77
10015 Ivrea, Italy
Davio Trevisan Director Italy Via Jervis, 77
10015 Ivrea, Italy
Corrado Ariaudo General Manager Italy Via Jervis, 77
10015 Ivrea, Italy
Gordon M. W. Owen Director Great Britain Via Jervis, 77
10015 Ivrea, Italy
45
Board of Directors and Executive Officers
of
Olivetti International S.A.
Name Position With Citizenship Principal Business Home Address or Address of such
Olivetti International Occupation* Principal Business Occupation
Antonio Tesone Chairman Italy Chairman Olivetti S.p.A.
Via Jervis 77
10015 Ivrea, Italy
Luciano La Noce Director Italy Director of Corporate Finance Olivetti S.p.A.
Via Jervis 77
10015 Ivrea, Italy
Dirk Van Reeth Director Belgium Head of the Trust Department Banque General du Luxembourg
50 J F Kennedy
L 2951 Luxembourg
Edward Bruin Director Belgium Head of Fiscal Affairs Banque General du Luxembourg
50 J F Kennedy
L 2951 Luxembourg
----------------------
* To be completed only where principal occupation is not position held with
Olivetti International S.A.
46
Managing Members
of
C4S & Co., LLC
Name Citizenship Principal Business Occupation Address of Principal Business
Occupation
Peter A. Cohen U.S.A. Managing member of 666 Third Avenue
C4S & Co., LLC 26th Floor
New York, New York 10017
Morgan B. Stark U.S.A. Managing member of 666 Third Avenue
C4S & Co., LLC 26th Floor
New York, New York 10017
Thomas W. Strauss U.S.A. Managing member of 666 Third Avenue
C4S & Co., LLC 26th Floor
New York, New York 10017
47
Board of Executive Officers
of
The Oak Fund
Name Position with Citizenship Principal Business Occupation* Address of Principal Business
The Oak Fund Occupation
Paul A. Biddelman Director U.S.A. President Hanseatic Corporation
450 Park Avenue,
Suite 2302
New York, NY 10022
Niels Heck Director The Netherlands Managing Director Cisco Funds Services
(Cayman Islands) Ltd.
Corporate Centre,
West Bay Road
P.O. Box 31106 SMB
Grand Cayman,
Cayman Islands
Hubertus Langen Director Germany Private Investor Heinrich-Vogl-Str.17
81479 Munich
Germany
--------------------
* To be completed only where principal occupation is not position held with
The Oak Fund.
48
Exhibit Index
Exhibit Number Title
1. Joint Filing Agreement dated May 29, 2001 among Cirmatica
Gaming S.A., Lottomatica S.p.A., Ramius Securities, LLC, PEI
N.V., Ramius Capital Group, LLC, C4S & Co., The Oak Fund,
Olivetti International S.A. and Olivetti S.p.A.
2. *Preferred Stock Purchase Agreement dated September 6, 2000
among Autotote Corporation, Olivetti International S.A.,
Cirmatica Gaming S.A., The Oak Fund and Peconic Fund Ltd.
3. *Certificate of Designations of Series A Convertible
Preferred Stock of Autotote Corporation (incorporated by
reference to Exhibit 3.3 to the 10-Q Quarterly Report of
Autotote Corporation filed on September 14, 2000).
4. *Stockholders' Agreement dated September 6, 2000 among
Autotote Corporation, Olivetti International S.A., Cirmatica
Gaming S.A., The Oak Fund and Peconic Fund Ltd.
5. *Voting Agreement dated September 6, 2000 among Olivetti
International S.A., Cirmatica Gaming S.A., The Oak Fund and
Peconic Fund Ltd.
* Previously filed