United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

FORM 10-Q/A

(Amendment No. 1)

 

 

 

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the Quarterly Period Ended June 30, 2012

 

OR

 

 

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____ to ____

 

Commission File Number 001-10684

 

 

International Game Technology

(Exact name of registrant as specified in its charter)

 

Nevada	88-0173041
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

     

 

6355 South Buffalo Drive, Las Vegas, Nevada 89113

(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (702) 669-7777

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

 

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:

 

	Large accelerated filer [X]		Accelerated filer [ ]
	Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [ ]

     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

 

The number of shares outstanding of each of the registrant’s classes of common stock, as of August 6, 2012:

267.1 million shares of common stock at $.00015625 par value.

 

 

EXPLANATORY NOTE

 

International Game Technology (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 (the “Original Form 10-Q”). This Amendment is being filed (a) to re-file Exhibits 10.1 and 10.2 (the “Exhibits”) to the Original Form 10-Q in response to comments the Company received from the Securities and Exchange Commission (the “SEC”) on a confidential treatment request the Company made for certain portions of the Exhibits and (b) to amend and restate the Exhibit Index included with the Original Form 10-Q. The Exhibits, as re-filed, include certain portions that had previously been redacted pursuant to the Company’s request for confidential treatment. Nothing in the Form 10-Q is being amended other than the items described above.

 

This Amendment should be read in conjunction with the Original Form 10-Q and the Company’s other filings with the SEC. Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-Q with the SEC on August 8, 2012, and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-Q.

 

 

Item 6.           Exhibits

 

10.1	Capped Accelerated Stock Buyback Agreement, dated as of June 13, 2012, by and between the Company and Goldman, Sachs & Co.

 

10.2	Supplemental Confirmation, dated as of June 13, 2012, by and between the Company and Goldman, Sachs & Co.*

 

31.1	Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) of the Exchange Act, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 

31.2	Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) of the Exchange Act, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 

32.1#

Certification of Chief Executive Officer pursuant to Rule 13a – 14(b) of the Exchange Act and section 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

 

32.2#

Certification of Chief Financial Officer pursuant to Rule 13a – 14(b) of the Exchange Act and section 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

 

101.INS#           XBRL Instance

 

101.SCH#          XBRL Taxonomy Extension Schema

 

101.CAL#          XBRL Taxonomy Extension Calculation

 

101.DEF#          XBRL Taxonomy Extension Definition

 

101.LAB#          XBRL Taxonomy Extension Labels

 

101.PRE#          XBRL Taxonomy Extension Presentation

 

 

* Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

  

# Previously filed.

 

 

Signatures

 

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

 

Date: August 8, 2013

 

INTERNATIONAL GAME TECHNOLOGY

 

 

  

By: /s/ John Vandemore                   

 John Vandemore

 Chief Financial Officer and Treasurer

 (Principal Financial Officer)