INTERNATIONAL
GAME TECHNOLOGY PLC
(Exact name of registrant as specified in its
charter)
England and Wales
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98-1193882
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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66 Seymour Street, 2nd Floor
London, W1H 5BT
United Kingdom
(Address of Principal Executive Offices)
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INTERNATIONAL
GAME TECHNOLOGY PLC 2021 EQUITY Incentive Plan
(Full title of the
plan)
Christopher Spears
Senior Vice President
and General Counsel
IGT Center, 10 Memorial
Boulevard
Providence, RI 02903
(401) 392-1000
(Name, address, and
telephone number, including area code, of agent for service)
Copies to:
Pierfrancesco Boccia
Company Secretary
66 Seymour Street, 2nd Floor
London, W1H 5BT
United Kingdom
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
Calculation of Registration Fee
Title of securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount
of
registration
fee
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Ordinary Shares, nominal value $0.10
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20,485,656
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$
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19.40
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$
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397,421,726.40
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$
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43,358.71
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(1)
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International Game Technology PLC (the “Registrant”) is filing this Registration Statement to register 20,485,656 Ordinary Shares, nominal value $0.10 per share (the “Shares”), for issuance under the International Game Technology PLC 2021 Equity Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Shares that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding Shares.
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(2)
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Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The price of $19.40 per share represents the average of the high and low prices of the Shares as reported on The New York Stock Exchange on May 11, 2021.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus
is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities
Act of 1933, as amended (the “Securities Act”). This Registration Statement on Form S-8 is filed by International Game Technology
PLC (the “Registrant”) regarding the International Game Technology PLC 2021 Equity Incentive Plan (the “Plan”).
Documents containing the information required by Part I of the Registration Statement will be sent or given to Plan participants as specified
by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents previously filed
with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference:
In addition to the foregoing, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(other than any such documents or portions thereof that are expressly furnished rather than filed), prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement or the related
prospectus to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated
by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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Members of the Registrant’s Board of Directors, as well as certain
senior management members, are insured under the Registrant’s Directors and Officers Insurance Policy. Although the insurance
policy provides for wide coverage, the directors and officers may incur uninsured liabilities.
The Registrant’s Articles of Association provide that, to
the fullest extent permitted by the U.K. Companies Act 2006 and without prejudice to any indemnity to which he or she may otherwise
be entitled, every person who is or was a director or other officer of the Registrant or any of its associates (other than any
person (whether or not an officer of the Registrant or any of its associates) engaged by the Registrant or any of its associates as
auditor) shall be and shall be kept indemnified out of the assets of the Registrant against all costs, charges, losses and
liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or
otherwise as a director or such other officer of the Registrant or any of its associates) in relation to the Registrant or any of
its associates or its/their affairs, other than in respect of any liability due to the Registrant or any of its associates. This is
subject to the exceptions set out in the U.K. Companies Act 2006, which are reflected in the Registrant’s Articles of
Association.
Item 7.
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Exemption from Registration Claimed.
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Not applicable.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the registration statement is on Form S-8, and the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 the City of Providence,
State of Rhode Island, on the 18th day of May, 2021.
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INTERNATIONAL GAME TECHNOLOGY PLC
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By:
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/s/ Massimiliano Chiara
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Massimiliano Chiara
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Executive Vice President, Chief Financial Officer and Director
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Christopher Spears, Marco Sala and Massimiliano Chiara, and each of them acting individually,
as his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for him and in
his name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this Registration
Statement and any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing
pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended, as the attorney-in-fact and to file the same, with all
exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission (or any other governmental
or regulatory authority), granting unto said attorneys-in-fact and agents and their substitutes, 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 connection therewith, as fully as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
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Title
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Date
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/s/
Marco Sala
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Chief Executive Officer
and Director
(Principal Executive Officer)
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May 18, 2021
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Marco Sala
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/s/
Massimiliano Chiara
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Executive Vice President,
Chief Financial Officer and Director
(Principal Financial Officer)
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May 18, 2021
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Massimiliano
Chiara
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/s/
Timothy M. Rishton
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Senior
Vice President and Chief Accounting Officer
(Principal
Accounting Officer)
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May
18, 2021
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Timothy
M. Rishton
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/s/ Alberto Dessy
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Independent Non-Executive Director
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May
18, 2021
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Alberto
Dessy
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/s/
Samantha F. Ravich
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Independent Non-Executive
Director
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May
18, 2021
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Samantha
F. Ravich
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/s/
Vincent L. Sadusky
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Independent Non-Executive
Director
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May
18, 2021
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Vincent
L. Sadusky
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/s/
Gianmario Tondato da Ruos
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Independent Non-Executive
Director
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May
18, 2021
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Gianmario
Tondato da Ruos
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of
the Securities Act the undersigned has caused this Registration Statement to be signed as the duly authorized representative of International
Game Technology PLC in the United States on May 18, 2021.
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International Game Technology PLC
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By:
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/s/ Massimiliano Chiara
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Name:
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Massimiliano Chiara
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Title:
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Executive Vice President, Chief Financial Officer and Director
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International Game Techn... (NYSE:IGT)
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