Form 8-K INTERNATIONAL GAME TECHN For: Feb 26

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 26, 2015

 

 

INTERNATIONAL GAME TECHNOLOGY

(Exact Name of Registrant as Specified in Charter)

 

 

 

6355 South Buffalo Drive, Las Vegas, Nevada 89113

(Address of Principal Executive Offices) (Zip Code)

 

(702) 669-7777

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

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

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01.  Regulation FD Disclosure.

 

On February 26, 2015, International Game Technology (“IGT” or the “Company”) announced that it had received all of the gaming regulatory approvals required under the Agreement and Plan of Merger, dated as of July 15, 2014, as amended (the “Merger Agreement”), by and among the Company, GTECH S.p.A. (“GTECH”), GTECH Corporation (solely with respect to Section 5.02(a) and Article VIII), Georgia Worldwide PLC (formerly known as Georgia Worldwide Limited) (“Holdco”) and Georgia Worldwide Corporation.  The transactions contemplated by the Merger Agreement remain subject to U.K. court approval and other customary closing conditions set forth in the Merger Agreement, and are currently expected to close in early April 2015.

 

Cautionary Statement Regarding Forward Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning IGT, GTECH, Holdco, the proposed transactions and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, or otherwise, based on current beliefs of the management of IGT and GTECH as well as assumptions made by, and information currently available to, such management. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the parties’ control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include the possibility that the transaction will not close, including by any failure to satisfy any closing conditions to the proposed transactions or a termination of the Merger Agreement and other risks and uncertainties described in IGT’s Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed by IGT, GTECH and Holdco from time to time with the Securities and Exchange Commission.  Except as required under applicable law, IGT does not assume any obligation to update these forward-looking statements.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	INTERNATIONAL GAME TECHNOLOGY
Date: February 26, 2015	By:	/s/ Paul C. Gracey, Jr.
		Paul C. Gracey, Jr.
		General Counsel and Secretary

 

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