igt_8k-010510.htm
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):
December
30, 2009
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INTERNATIONAL
GAME TECHNOLOGY
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(Exact
name of registrant as specified in 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.)
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9295
Prototype Drive, Reno, Nevada 89521
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(Address
of principal executive offices)
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(775)
448-7777
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(Registrant’s
Telephone Number, including area code)
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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))
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Changes
in Registrant’s Certifying
Accountant.
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(a)
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Dismissal
of previous independent registered public accounting
firm:
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The Audit
Committee of International Game Technology (IGT) conducted a competitive process
to select a firm to serve as the Company's independent registered public
accounting firm for the fiscal year ending September 30, 2010. The Audit
Committee invited several firms to participate in this process, including
Deloitte & Touche LLP (Deloitte), IGT’s independent registered public
accounting firm since fiscal 1991.
As a
result of this process and following careful deliberation, the Audit Committee
approved the engagement of PricewaterhouseCoopers LLP ("PwC") as IGT's
independent registered public accounting firm for the fiscal year ending
September 30, 2010, and dismissed Deloitte from that role as of December 30,
2009.
Deloitte's
audit reports on IGT's consolidated financial statements as of and for the
fiscal years ended September 30, 2009 and 2008 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During
the fiscal years ended September 30, 2009 and 2008 and in the subsequent interim
period through December 30, 2009, there were no disagreements between IGT and
Deloitte on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which would have caused
Deloitte to make reference to the subject matter of the disagreement in their
reports on IGT’s consolidated financial statements, and no "reportable events"
as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
IGT
provided Deloitte with a copy of the disclosures in this Current Report on Form
8-K and requested that Deloitte furnish a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the above statements.
A copy of Deloitte’s letter dated January 4, 2010 is attached as Exhibit
16.1.
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(b)
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Engagement
of new independent registered public accounting
firm:
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IGT
engaged PricewaterhouseCoopers LLP ("PwC") as its new independent registered
public accounting firm as of December 30, 2009. In deciding to engage PwC, the
Audit Committee reviewed auditor independence and existing commercial
relationships with PwC, and concluded that PwC has no commercial relationship
with the Company that would impair its independence. During the fiscal years
ended September 30, 2009 and 2008 and in the subsequent interim period through
December 30, 2009, neither IGT nor anyone acting on its behalf has consulted
with PwC on any of the matters or events set forth in Item 304(a)(2) of
Regulation S-K.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
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16.1
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Letter
of Deloitte & Touche LLP dated January 4,
2010
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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.
INTERNATIONAL
GAME TECHNOLOGY
Date: January
6, 2010
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By:
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/s/
Patrick W. Cavanaugh
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Executive
Vice President, Chief Financial Officer, and
Treasurer
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