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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): June 1, 2001
INTERLOTT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-12986 31-1297916
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
7697 Innovation Way, Mason, Ohio 45040
(Address of principal executive offices, including zip code)
(513) 701-7000
(Registrant's telephone number, including area code)
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Items 1, 3, 4, 5, 6, 8 and 9 are not applicable and are omitted from this
Current Report.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 1, 2001, Interlott Technologies, Inc. completed the acquisition
of the lottery assets of On-Point Technology Systems, Inc. of San Marcos,
California. Through the purchase, Interlott acquired all of the lottery assets
of On-Point, including patents, technology, inventory, service, and contracts
for the New York, Illinois, Virginia and Missouri state lotteries.
The sale of the lottery assets to Interlott was approved by the
stockholders of On-Point on May 18, 2001. The purchase price included
approximately $13 million paid at closing, deferred payments of $9 million
payable, subject to adjustment, over 5 years, and an earn-out of up to $6
million based upon certain future revenues. In addition, at the closing
Interlott and On-Point entered into a separate agreement to market a patented
design for an on-line activated instant lottery ticket.
Prior to the closing, to finance the cash payment paid at closing,
Interlott increased its existing credit facility with Fifth Third Bank,
Cincinnati, Ohio (who participated portions of the credit facility to Huntington
Bank and National Bank of Canada) from $25 million to $30 million, and completed
a mezzanine financing of junior debt in the principal amount of $5 million with
Fifth Third Bank, Cincinnati, Ohio.
The amount of consideration paid was determined by arms-length
negotiations between Interlott and On-Point. There was no prior material
relationship between Interlott and On-Point or any of Interlott's affiliates,
directors or officers, or any associate of such directors or officers. Interlott
intends to continue to devote the lottery assets acquired to continue its
existing businesses.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
In accordance with Item 7(a)(4), such financial
statements shall be filed no later than 60 days after
June 16, 2001.
(b) Pro Forma Financial Information
In accordance with Item 7(b), such financial
statements shall be filed no later than 60 days after
June 16, 2001.
(c) Exhibits
Exhibit 10.1 Asset Purchase Agreement by and between Interlott
Technologies, Inc. and On-Point Technology Systems,
Inc. dated as of February 23, 2001 (incorporated by
reference from the Current Report on Form 8-K of
On-Point Technology Systems, Inc. dated February 23,
2001 and filed March 9, 2001).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Interlott Technologies, Inc.
/s/ Dennis W. Blazer
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Dennis W. Blazer
Chief Financial Officer
Date: June 15, 2001