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): July 14, 2006
International Game Technology
(Exact name of registrant as specified in its charter)
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| Nevada
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001-10684
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88-0173041 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
9295 Prototype Drive, Reno, Nevada 89521
(Address of principal executive offices) (Zip Code)
(775) 448-7777
(Registrant’s telephone number, including area code)
not applicable
(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 (see General
Instruction A.2. below):
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))
TABLE OF CONTENTS
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
On July 14, 2006, International Game Technology announced that as of July 18, 2006, the market
price condition for convertibility of its Zero-Coupon Convertible Debentures due January 29, 2033
(the “Debentures”), will have been satisfied with respect to the conversion period beginning on
July 18, 2006 and ending on October 13, 2006 (the “Conversion Period”). During the Conversion
Period, holders of the Debentures issued by the Company pursuant to that certain Indenture dated as
of January 29, 2003 (the “Old Debentures”), will be able to convert their Old Debentures into
shares of IGT common stock at the rate of 21.1704 shares of IGT common stock for each Debenture
($1,000 principal amount at maturity). Additionally, during the Conversion Period, holders of the
Debentures issued by the Company in its recent exchange offer pursuant to that certain Indenture
dated as of April 4, 2006 (the “New Debentures”), will be able to convert their New Debentures into
an amount in cash equal to the lesser of (i) the accreted value of the New Debentures on the
applicable conversion date or (ii) the product of 21.1704 times the average closing price of IGT
common stock during the ten trading day period beginning on the second trading day following the
conversion date (the “Reference Period”); and a number of shares equal to the sum of the Daily
Share Amounts (as defined in the Indenture governing the New Debentures) for each of the ten
consecutive trading days in the Reference Period.
There is
currently $969.7 million in aggregate principal amount of the Debentures outstanding.
It is not presently possible to predict the amount of the Debentures, if any, that may be
converted, and as a result the Company is not presently able to determine the amount of cash that
it may be required to pay to holders electing to convert their Debentures or the number of shares
of the Company’s common stock that it will be required to issue upon any such conversions. Any
determination regarding the convertibility of the Debentures during future periods will be made in
accordance with the terms of the respective Indentures governing such Debentures.
The full text of the press release is included as Exhibit 99.1 to this report and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated July 14, 2006