8-K

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 26, 2019

SciPlay Corporation

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-38889	83-2692460
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6601 Bermuda Road Las Vegas, NV	89119
(Address of Principal Executive Offices)	(Zip Code)

(702) 897-7150

(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:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading symbol	Name on each exchange on which registered
Class A common stock, par value $.001 per share	SCPL	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☒

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2019, the Board of Directors (the “Board”) of SciPlay Corporation (the “Company”) increased the size of the Board by one director from seven to eight directors and elected Michael Marchetti as a director of the Company to fill the resulting vacancy, each effective as of July 26, 2019.

Mr. Marchetti has served as Chief Financial Officer of Age of Learning, Inc., a leading education technology innovator, creating engaging and effective learning resources for children, since 2014. Mr. Marchetti also serves on the Board and as Chairman of the Audit Committee for TechStyle Fashion Group, a global fashion and lifestyle company. Prior to Age of Learning, Inc., Mr. Marchetti was Chief Executive Officer of Buffalo Studios, LLC, the creator of the Bingo Blitz social game, until its acquisition by Caesars Interactive Entertainment, Inc. in 2012. Mr. Marchetti started his mobile and interactive career as a founding executive and Chief Financial Officer of JAMDAT Mobile Inc. in 2000, one of the first publicly traded mobile gaming companies in the U.S., until its acquisition by Electronic Arts Inc. (“Electronic Arts”) in 2006. At Electronic Arts, Mr. Marchetti held various senior executive roles between 2006 and 2011, including as Senior Vice President and Chief Operating Officer of Electronic Arts' Interactive division. Mr. Marchetti began his career on Wall Street as a corporate lawyer at Cahill Gordon & Reindel LLP and later as an investment banker at Merrill Lynch & Co., Inc.

Mr. Marchetti is eligible to participate in all compensation plans applicable to non-employee members of the Board, including annual retainers and equity-based compensation (as described in the Company’s prospectus, dated May 2, 2019, filed with the Securities and Exchange Commission on May 6, 2019). Therefore, in connection with joining the Board, Mr. Marchetti will receive the annual grant of restricted stock units with a grant date value of $144,000 received by the other non-employee directors of the Company, which will vest on the earlier of May 7, 2020 and the Company’s next annual meeting of stockholders. Mr. Marchetti will serve on the Audit Committee of the Board.

Item 7.01. Regulation FD Disclosure.

On July 31, 2019, the Company issued a press release announcing the election of Mr. Marchetti to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits

Exhibit No.	Description
99.1	Press Release of SciPlay Corporation, dated July 31, 2019.

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.

Date: July 31, 2019	SCIPLAY CORPORATION
	By:	/s/ Joshua J. Wilson
		Name:	Joshua J. Wilson
		Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

SciPlay Board of Directors Appointed Michael Marchetti
as Director

Las Vegas – July 31, 2019 – The Board of Directors of SciPlay (NASDAQ: SCPL) (“SciPlay” or the “Company”) appointed Michael Marchetti as a Director of the Company’s new publicly traded social game business and member of the Audit Committee effective July 26, 2019.

Michael Marchetti is the Chief Financial Officer of Age of Learning, Inc., a leading education technology innovator, creating engaging and effective learning resources to help children build a strong foundation for academic success.  Mr. Marchetti also serves on the Board of Directors and as Chairman of the Audit Committee for TechStyle Fashion Group, a global fashion and lifestyle company.  Mr. Marchetti was a founding executive and Chief Financial Officer of JAMDAT Mobile. Inc., one of the first publicly traded mobile gaming companies in the U.S.  JAMDAT Mobile was acquired by Electronic Arts, Inc., where Mr. Marchetti served as SVP, COO of EA’s Interactive division. Subsequent to Electronic Arts, Mr. Marchetti was Chief Executive Officer of Buffalo Studios, creator of the Bingo Blitz social game, which was sold to Caesars Interactive.

“We’re excited about our Board’s decision to appoint Marchetti as SciPlay’s newest director,” said Josh Wilson, Chief Executive Officer of SciPlay. “He is an experienced technology and social gaming pro, with extensive financial and leadership skills. Serving on our Audit Committee, Marchetti will be instrumental to SciPlay’s continued growth as we work towards our goal of becoming the #1 casual mobile gaming company in the world.”

Marchetti graduated Magna Cum Laude from City University of New York-Brooklyn College and earned a law degree from Brooklyn Law School.

^© 2019 SciPlay. All Rights Reserved.

About SciPlay SciPlay Corporation (NASDAQ: SCPL) is a leading developer and publisher of digital games on mobile and web platforms. SciPlay currently offers seven core games, including social casino games Jackpot Party Casino, Gold Fish Casino, Hot Shot Casino and Quick Hit Slots, and casual games MONOPOLY Slots, Bingo Showdown and 88 Fortunes Slots. SciPlay’s social casino games feature slots-style game play and occasionally table games-style game play, while its casual games blend slots-style or bingo game play with adventure game features. All of SciPlay’s games are offered and played on multiple platforms, including Apple, Google, Facebook and Amazon. In addition to developing original games, SciPlay has access to a library of more than 1,500 real-world slot and table games provided by Scientific Games Corporation and its Subsidiaries. For more information, please visit sciplay.com.

Company Contacts:

Corporate Communications:Susan Cartwright  +1 702-532-7981

Vice President, Corporate Communications

susan.cartwright@scientificgames.com

Investor Relations:

Michael Cody   +1 773 251 6245
Chief Financial Officer

Forward-Looking Statements

In this press release, SciPlay makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “will,” “may,” and “should.” These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks, uncertainties and other factors, including those factors described in our filings with the SEC, including the Company’s current reports on Form 8-K and quarterly reports on Form 10-Q (including under the headings “Forward-Looking Statements” and “Risk Factors”). Forward-looking statements speak only as of the date they are made and, except for SciPlay’s ongoing obligations under the U.S. federal securities laws, SciPlay undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.