sv8
As filed with the Securities and Exchange Commission on February 24, 2009
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL CASH ACCESS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-0723270 |
(State or other Jurisdiction of
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(I.R.S. Employer |
Incorporation or Organization)
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Identification No.) |
3525 East Post Road, Suite 120
Las Vegas, NV 89120
(Address of principal executive offices)
Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan
(Full title of the Plan(s))
Scott Betts
Global Cash Access Holdings, Inc.
3525 East Post Road, Suite 120
Las Vegas, NV 89120
702-855-3000
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copies to:
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Katie Lever, Esq.
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Timothy J. Harris, Esq. |
Global Cash Access Holdings, Inc.
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Morrison & Foerster LLP |
3525 East Post Road, Suite 120
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755 Page Mill Road |
Las Vegas, NV 89120
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Palo Alto, CA 94304 |
702-855-3000
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650-813-5600 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large Accelerated
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting |
filer o
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company o |
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(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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Amount to |
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offering price |
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aggregate offering |
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Amount of |
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Title of Securities to be Registered |
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be registered (1) |
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per share |
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price |
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registration fee |
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Common Stock, $0.001 par
value per share |
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2,488,819(2) |
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$2.27(3) |
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$5,649,620 |
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$223 |
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(1) |
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
Securities Act), this Registration Statement shall also cover any
additional shares of the Registrants common stock that becomes
issuable under the Global Cash Access Holdings, Inc. 2005 Stock
Incentive Plan (the Plan) by reason of any stock dividend, stock
split or other similar transaction effected without the receipt of
consideration that increases the number of the Registrants
outstanding shares of common stock. In addition, pursuant to Rule
416(c) of the Securities Act, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plans described herein. |
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(2) |
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Represents additional shares reserved effective January 1, 2009 for issuance
under the Plan. Shares issuable under the Plan were initially
registered on a Registration Statement on Form S-8 (No. 333-131904)
filed with the Securities and Exchange Commission (the Commission) on February 16,
2006. Additional shares issuable under the Plan were subsequently registered on Registration Statements on Form S-8
(Nos. 333-14078 and 333-149496) filed with the Commission on February 26, 2007 and March 3, 2008. |
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(3) |
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Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(h) of
the Securities Act. The price of $2.27 per share represents the
average of the high and low prices of the Registrants common stock on
the New York Stock Exchange on February 23, 2009 (a date that is
within five business days of the date of filing of this Registration
Statement). |
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The documents
containing the information specified in Part I of Form S 8 will be sent or given to
employees as specified by Rule 428(b)(1) of Securities Act. Such documents need not be filed with
the Commission either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form
S 8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Pursuant to General Instruction E to Form S-8 under the Securities Act, this Registration Statement
is filed to register 2,488,819 additional shares of the Registrants common stock, par value $0.001
per share, reserved for issuance under the terms of Plan. The contents of the Registration
Statement on Form S-8 (No. 333-131904) filed by the Registrant with the Commission
on February 16, 2006, the contents of the Registration Statement on
Form S-8 (No. 333-140878) filed with the Commission on February 26, 2007 and the contents of the Registration
Statement on Form S-8 (No. 333-149496) filed with the Commission on March 3, 2008 are hereby
incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement the following
documents previously filed with the Commission by Global Cash Access Holdings, Inc. (the
Registrant):
(1) The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2007
filed with the Commission on March 17, 2008, which includes audited consolidated financial
statements for the fiscal year ended December 31, 2007, which is the latest fiscal year for which
audited financial statements have been filed.
(2) The Registrants Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
2008, June 30, 2008, and September 30, 2008, and filed with the Commission on May 14, 2008, August
15, 2008 and November 5, 2008, respectively.
(3) The Registrants Current Reports on Form 8-K filed with the Commission on February 13,
2008, February 25, 2008, March 3, 2008, March 10, 2008, March 21, 2008, April 2, 2008, May 8,
2008, May 9, 2008, May 23, 2008, June 19, 2008, August 12, 2008, August 26, 2008, September 22,
2008, October 2, 2008, November 6, 2008 and February 23, 2009.
(4) The description of the Registrants common stock contained in the Registrants
Registration Statement on Form 8-A filed with the Commission on September 16, 2005, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing of such documents except
as to any portion of any future annual or quarterly report or document that is not deemed filed under
such provisions. Any statement contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein 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.
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Item 8. Exhibits.
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4.1 |
(1) |
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Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan |
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5.1 |
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Opinion of Morrison & Foerster LLP |
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23.1 |
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Consent of Morrison & Foerster LLP (contained in Exhibit 5.1) |
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23.2 |
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Consent of Deloitte & Touche LLP |
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24.1 |
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Power of Attorney (see Signature Page) |
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(1) |
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Incorporated by reference to Exhibit 10.25 to the Annual Report of Global
Cash Access, Inc. on Form 10-K (No. 333-117218), filed with the Commission
on March 10, 2005. |
Item 9. Undertakings.
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act ;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
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 the 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 a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in the effective
registration statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if 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 the registration statement.
(2) 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.
(3) 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) The undersigned Registrant hereby undertakes that, for the purpose of determining
liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of the securities:
The undersigned Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the
offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on behalf of
the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(C) The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
(D) 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 of 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, the Registrant, Global Cash Access Holdings,
Inc., 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 Las Vegas, State of Nevada, on February
24, 2009.
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GLOBAL CASH ACCESS HOLDINGS, INC.
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By: |
/s/ Scott Betts
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Scott Betts |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Scott Betts and Kathryn
Lever as attorneys-in-fact, each with the power of substitution, for him in any and all capacities,
to sign any amendment to this Registration Statement and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, granting
to said attorneys-in-fact, 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 to all intents and purposes as
he might or could do in person, hereby ratifying and confirming the said attorney-in-fact or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
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Signature |
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Date |
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/s/ Scott Betts
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Director, President and Chief Executive |
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February 24, 2009 |
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Scott Betts
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Officer (Principal Executive
Officer), Chief Financial
Officer (Principal Financial
and Accounting Officer) |
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/s/ George Gresham
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Chief Financial Officer
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February 24, 2009 |
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George Gresham
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(Principal Financial and
Accounting Officer) |
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Director |
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Charles J. Fitzgerald |
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/s/ E. Miles Kilburn
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Director
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February 24, 2009 |
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E. Miles Kilburn |
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/s/ Fred Enlow
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Director
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February 24, 2009 |
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Fred Enlow |
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/s/ Geoff Judge
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Director
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February 24, 2009 |
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Geoff Judge |
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Director |
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Patrick Olsen |
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5
INDEX TO EXHIBITS
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Exhibit |
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Number |
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Description |
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4.1 |
(1) |
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Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan |
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5.1 |
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Opinion of Morrison & Foerster LLP |
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23.1 |
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Consent of Morrison & Foerster LLP (contained in Exhibit 5.1) |
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23.2 |
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Consent of Deloitte & Touche LLP |
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24.1 |
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Power of Attorney (see Signature Page) |
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(1) |
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Incorporated by reference to Exhibit 10.25 to the Annual Report of
Global Cash Access, Inc. on Form 10-K (No. 333-117218), filed with the
Commission on March 10, 2005. |