-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EBnuGTiPD3lvhMdg2xqUGhQ/Jgvyqe5DeoBSWzPVB3WSBCs2pXhJ54r5NiGFzZZ/ 2ZNYXzkAcW0D0LJb1Pw0RA== 0001144204-05-023177.txt : 20050729 0001144204-05-023177.hdr.sgml : 20050729 20050729172610 ACCESSION NUMBER: 0001144204-05-023177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WMS INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000350077 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 362814522 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08300 FILM NUMBER: 05985965 BUSINESS ADDRESS: STREET 1: 800 S. NORTHPOINT BLVD. CITY: WAUKEGAN STATE: IL ZIP: 60085 BUSINESS PHONE: 847-785-3000 MAIL ADDRESS: STREET 1: 800 S. NORTHPOINT BLVD. CITY: WAUKEGAN STATE: IL ZIP: 60085 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS ELECTRONICS INC DATE OF NAME CHANGE: 19870519 8-K 1 v022670_8k.htm Unassociated Document
 
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 27, 2005

 
WMS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)

 Delaware 
 1-8300 
 36-2814522
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     

   
800 South Northpoint Blvd., Waukegan, Illinois
60085
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (847) 785-3000

 
(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 (see General Instruction A.2. below):
 
[   ] 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))
 

 


Item 1.01 Entry into a Material Definitive Agreement.
 
Extension of Voting Proxy Agreement with Sumner Redstone and National Amusements, Inc.

Mr. Sumner Redstone and National Amusements entered into a Voting Proxy Agreement relating to any and all shares of common stock of WMS Industries Inc. owned by them in favor of Mr. Neil Nicastro on August 24, 1995. The Voting Proxy Agreement contained an expiration date of August 24, 2005. On July 27, 2005, WMS Industries Inc. executed an Amendment to Voting Proxy Agreement, by and among Mr. Redstone, National Amusements, Inc., Neil D. Nicastro and WMS Industries Inc. whereby Mr. Redstone and National Amusements agreed to extend the proxy agreement until August 24, 2010. The amendment is effective July 20, 2005.
 
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits

Exhibits
Description
10.1
Amendment to Voting Proxy Agreement, effective as of July 20, 2005, entered into on July 27, 2005 by Sumner Redstone, National Amusements, Inc., Neil D. Nicastro and WMS Industries Inc.


SIGNATURE
 
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.
 
     
  WMS Industries Inc.
 
 		  
 		  
 
  By:   /s/ Kathleen J. McJohn
 
Name: Kathleen J. McJohn
  Title:   Vice President, General Counsel and Secretary
Date: July 29, 2005      
   

Exhibit Index
 
Exhibits
Description
10.1
Amendment to Voting Proxy Agreement, effective as of July 20, 2005, entered into on July 27, 2005 by Sumner Redstone, National Amusements, Inc., Neil D. Nicastro and WMS Industries Inc.

EX-10.1 2 v022670_ex10-1.htm Unassociated Document

Exhibit 10.1
AMENDMENT TO
VOTING PROXY AGREEMENT

This AMENDMENT TO VOTING PROXY AGREEMENT (this “Amendment”) is entered into as of this 20th day of July, 2005 (“Effective Date”) and amends the Voting Proxy Agreement executed on August 25, 1995 by and between Sumner M. Redstone, an individual (“Redstone”), National Amusements, Inc., a Maryland corporation (“NAI” and collectively with Redstone, the “ Shareholders”), WMS Industries Inc., a Delaware corporation (the “Company”), and Louis J. Nicastro and Neil D. Nicastro, individuals, as amended by that certain First Amendment to Voting Proxy Agreement dated as of October 23, 2002 by and among the Company, the Shareholders, Louis J. Nicastro and Neil D. Nicastro (the “Agreement”).

RECITALS

A. The Agreement will expire in accordance with its terms on August 24, 2005.

B. The parties wish to amend and extend the Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1.  
TERM. Section 2.6 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Unless sooner terminated as provided in paragraphs 2.3 through 2.5 hereof, this Agreement shall continue in force until midnight, central time, on August 24, 2010 (hereinafter the “Voting Proxy Term”). The parties may agree to further extend this Agreement at any time prior to expiration of the Voting Proxy Term.”

2.  
NOTICES. Section 6.12 of the Agreement is hereby deleted in its entirety and replaced with the following:

“All notices or communications hereunder shall be in writing and sent to the following addresses or at such other addresses as the parties may designate from time to time:

If to the Shareholders:
Sumner M. Redstone
c/o National Amusements, Inc.
200 Elm Street
Dedham, MA 02026
Facsimile: 781 461-1412
Attn: Tilly Berman
 
National Amusements, Inc.
200 Elm Street
Dedham, MA 02026
Facsimile: 781 461-1412
Attn: General Counsel
 
Page 1 of 2
 
If to the Company:
WMS Industries Inc.
800 South Northpoint Blvd.
Waukegan, Illinois 60085
Facsimile: 847-785-3901
ATTN: General Counsel and Secretary
 
If to Neil D. Nicastro:
 
Neil D. Nicastro
c/o WMS Industries Inc.
800 South Northpoint Blvd.
Waukegan, Illinois 60085
Facsimile: 847-785-3787
If to Nevada Board Chairman:
Dennis K. Neilander, Chairman
State Gaming Control Board
1919 E. College Parkway
Carson City, NV 89706
Facsimile: 775-687-5817

3.  
CONSTRUCTION. Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Agreement. If any conflict arises between the terms of this Amendment and the terms of the Agreement, this Amendment shall control. Except as otherwise provided in this Amendment, the terms of the Agreement shall remain in full force and effect. This Amendment may be executed in any number of counterparts, each of which shall constitute an original.


IN WITNESS WHEREOF, the Parties hereto have signed this Amendment as of the day and year first above written.
 

/s/ Sumner Redstone        
/s/  Neil D. Nicastro        
Sumner Redstone
Neil D. Nicastro
   
National Amusements, Inc.
a Maryland corporation
WMS Industries Inc.,
a Delaware corporation
By:  /s/ Richard J. Sherman             
By:  /s/ Brian R. Gamache        
Print name: Richard J. Sherman
Title: Vice President and
Assistant Secretary
Print name: Brian R. Gamache
Title: President and Chief Executive
Officer

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