DEFA14A

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): March 8, 2013

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

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)

x 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 8.01. Other Events.

On March 8, 2013, WMS Industries Inc. (the “Company”) posted on its website answers to certain frequently asked employee questions related to the proposed merger of the Company with Scientific Games Corporation and a message to its employees from Brian R. Gamache, the Company’s Chairman and Chief Executive Officer, copies of which are attached hereto as exhibits and incorporated in their entirety herein by reference.

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, any or all of our forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its business or operations. Factors which could cause our actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the stockholders of the Company to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of the Company and Scientific Games Corporation to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of the Company; (5) the ability of the Company to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by Scientific Games Corporation to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K for the year ended June 30, 2012, and our more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company can give no assurance that the conditions to the Merger will be satisfied. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving the Company and Scientific Games. The proposed transaction will be submitted to the stockholders of the Company for their consideration. In connection with the proposed acquisition, on February 22, 2013, the Company filed preliminary materials with the SEC, including a preliminary proxy statement on Schedule 14A. These materials are not yet final and will be amended. The Company and Scientific Games Corporation also plan to file with the SEC other documents regarding the proposed transaction. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS AND THE DEFINITIVE VERSIONS THEREOF AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to the Company’s Investor Relations website page at http://ir.wms.com or by directing a written request by mail to WMS Industries Inc., Attn: Investor Relations, 800 South Northpoint Blvd., Waukegan, Illinois 60085, or by calling the Secretary at (847) 785-3000.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the meeting of stockholders that will be held to consider the proposed Merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2012 Annual Meeting of Stockholders, which was filed with the SEC on October 17, 2012. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed Merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available. You may obtain free copies of this document as described in the preceding paragraph.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Answers to Frequently Asked Employee Questions, dated March 8, 2013.
99.2	Message to Employees from Brian R. Gamache, dated March 8, 2013.

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.

	WMS Industries Inc.
Date: March 8, 2013	By:	/s/ Kathleen J. McJohn
		Kathleen J. McJohn Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Message to employees, dated March 8, 2013.
99.2	Message to Employees from Brian R. Gamache, dated March 8, 2013.

EX-99.1

Exhibit 99.1

March 8, 2013        

Employment

Q: What will happen to current WMS open positions?

A: WMS management has approved our current open positions, which will be filled as appropriate by the most qualified candidates. We will continue to follow our current process.

Q: May we apply for an open position with Scientific Games prior to the acquisition closing date?

A: Yes, you may apply for any posted position with Scientific Games in advance of the acquisition. Please keep in mind that employment at Scientific Games prior to the closing date will not be considered an internal transfer and we cannot guarantee any bridge of service, or that any credit will be given for your time as a WMS employee.

Q: Does this announcement change in any way a non-compete obligation that an employee may have to WMS?

A: No. If you have executed a non-competition agreement with WMS, it will remain in effect before and after the closing in accordance with its terms.

Benefits and Compensation

Q: Do we expect any changes to our PTO, since the merger will occur in the middle of our annual PTO calendar? Will there be any affect to our flexible spending plans – health or dependent care?

A: The merger will not affect your annual allotment of PTO for the 2013 calendar year. Similarly, the merger will not affect your flexible spending health or dependent care accounts for the 2013 calendar year.

Q: Will the merger affect our bonus?

A: The merger should not affect our FY13 WMS Discretionary Cash Bonus Plan. Our bonus plan remains in effect, and plan details are available here.

Scientific Games

Q: What is Scientific Games?

A: Scientific Games Corporation (SGMS) is a global leader in providing customized solutions to lottery and gaming organizations worldwide.

• Scientific Games is a leading innovator in the global lottery and regulated gaming industries. Beginning with the breakthrough technology that launched the world’s very first secure instant lottery game in 1974, the company has continued to advance the games, technology, programs, marketing research and security that have been a driving force behind the success of more than 300 customers on six continents over the last 40 years.

• The world’s top-performing lotteries and gaming organizations partner with Scientific Games for game content, technology, customized programs and managed services that engage today’s players in new and exciting ways, provide solutions for both traditional and interactive channels – and ultimately, increase revenues.

• Through the knowledge and experience of over 3,500 employees, Scientific Games serves customers from advanced-technology manufacturing and operational facilities in North America, South America, Europe and Asia, with additional facilities located throughout the U.S. and around the world based on customer requirements.

• Scientific Games is the industry’s only full-service provider offering diverse products, technology and services that can be customized to meet the unique requirements of virtually any lottery or gaming jurisdiction, including:

• Instant, Interactive & Draw Games

• Instant Game Product Management

• Lottery Systems

• Retail Technology

• Video Gaming Systems

• Gaming Terminals & Gaming Terminal Content

• Lottery & Gaming Operations Management

• Marketing Research & Analytics

• Licensed Properties

• Loyalty & Rewards Programs

• Internet, Mobile & Social Gaming

Q: Where is their R&D and engineering located?

A: Scientific Games has Lottery and Gaming R&D professionals in various locations around the world, including Alpharetta, GA; London and Manchester, U.K.; Vienna, Austria; Budapest, Hungary; and Keflavik, Iceland.

Q: Is SGMS on a calendar or fiscal year?

A: SGMS is on a calendar year.

The Transaction

Q: Being a WMS shareholder, can the various offers to purchase WMS from outside investors/ companies be made public?

A: In accordance with securities laws, we have provided our stockholders with a description of the process that led to the approval of the merger agreement in our preliminary proxy statement, which was recently filed and is publicly available at www.sec.gov.

Litigation

Q: I have seen in the news that some stockholders have filed suit regarding the merger.

A: Complaints challenging the merger have been filed in various jurisdictions. We believe that the claims asserted against us in the lawsuits are without merit and plan to defend against them vigorously. Additional lawsuits arising out of or relating to the merger agreement or the merger may be filed in the future.

EX-99.2

Exhibit 99.2

WMS Employees Update Blog                                 Issue 2                                 Brian R. Gamache

March 8, 2013

Dear Colleague,

I want to bring you up to date on the ongoing discussions and activities regarding the pending acquisition of WMS by Scientific Games (“SGMS”). As a reminder, this acquisition is subject to the approvals of WMS shareholders and gaming regulatory authorities, as well as other customary closing conditions.

We filed our preliminary merger proxy statement with the U.S. Securities and Exchange Commission (“SEC”) on February 22. We expect to set a record date in the near future, as well as schedule a special stockholders’ meeting to vote on the merger.

Another step toward completing the merger relates to the termination or expiration of the applicable waiting period required under the Hart-Scott-Rodino Act. We currently expect the waiting period to expire as scheduled at midnight on March 14, unless further extended by the Federal Trade Commission. As we continue to move forward, I would like to take this opportunity to address some questions that have been raised during the last few weeks, and reiterate certain points included in our merger proxy statement and merger agreement.

First, until all the closing conditions of the acquisition are met, we are WMS. Our customers, suppliers and other business partners are – and will continue – to be serviced by existing account executives, service techs and other business partners – wherever we do business around the world.

When the closing conditions are met and the combination occurs, we still will be WMS, in the legal form of a wholly owned subsidiary of SGMS. Specifically, WMS will not disappear upon consummation of the transaction – WMS will continue to be a licensed gaming company. From a legal standpoint, the merger agreement provides that WMS will merge into a wholly owned subsidiary of SGMS.

During this period between the signing of the agreement and closing, it is critical that we continue to respond to our customers, suppliers and others with whom we do business, and act accordingly to back up that information with our usual professionalism and high-level of customer service. If you encounter a specific question or concern raised regarding the merger, please elevate that question or concern to an Executive Committee team member for specific assistance.

As always, we must stay laser focused on taking care of our customers’ expectations, maintaining our operating execution at the highest level and keeping our commitments to our customers, our regulators and each other.

In regards to the merger, it is proceeding as expected. Last week, we held our first “Home at Home” meeting between senior WMS and SGMS management. A team of WMS people spent two days at SGMS’ Atlanta area facility to begin to learn more about SGMS’ business, opportunities and their management team, for purposes of integration planning.

It was highly productive and extremely encouraging, and the SGMS team was exceptionally hospitable and welcoming to us. Both teams interfaced well, and from the very beginning, there was a constant buzz of excitement as we learned more about their business and their company culture. This meeting began building our foundation of knowledge, and it also reinforced my belief in the complementary strengths of our two companies and gave a strong boost to my excitement regarding the vision of great things to come as a result of our combination. Our merger is about adding our two organizations together – our great creative talents and advanced technologies – to capitalize on potential opportunities that would not otherwise be available to us as individual companies. WMS will next host a team from SGMS in Waukegan and Chicago on March 12-13 to provide a similar look at our business operations and to plan for integration of the companies.

Operationally, we continue to move forward on the commercialization of our three innovative new cabinets, supported by our two operating system platforms and the broadest array of game content in our history. Terrific play levels are being reported on the first Gamefield xD units, and the team is making great progress in rapidly installing the new participation games as jurisdictional approvals are received. The commercial launch of our new Blade upright cabinet is proceeding along with the continued roll-out of the new My Poker video poker machines. I want to extend my sincerest thanks to everyone who has had a hand in developing, preparing and producing these exciting new products, and to everyone who has helped provide the support needed by the teams.

Thank you for your confidence and support during these busy and exciting times. I will continue to send you regular updates on our operating progress and our integration planning with SGMS.

Regards,

Brian