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): April 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 April 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, a copy of which is attached hereto as an exhibit and incorporated in its 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 March 8, 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 April 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: April 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	Answers to Frequently Asked Employee Questions, dated April 8, 2013.

EX-99.1

Exhibit 99.1

Scientific Games / WMS Industries

Frequently Asked Questions

April 8, 2013

Employment

Q: Should an employee leave WMS before the acquisition is completed, will we be allowed to hire a replacement?

A: Until the merger is completed, we will generally follow our current process. That is, WMS management will review all open positions to determine whether the position will be filled based upon current business conditions and business needs. We are, however, required to obtain the consent of Scientific Games to fill certain senior executive positions.

Q: What can we do about retention risk, when employees do not know what is in it for them?

A: Keep an open mind and stay focused on our current business and the daily needs of WMS, and remind everyone on your team of the same goal. WMS will not disappear, nor will the needs of our business. The transaction is about adding our two organizations together – our great creative talents and advanced technologies – to capitalize on potential opportunities. In fact, with the wider scope and larger size of the combined company, there are likely to be new business opportunities to grow the company. In general, a growing business provides job security and often leads to new career opportunities. Leading up to, and after the merger is consummated, we still have customer needs to be satisfied, production goals to be met, new products to be launched and rolled out, and our commitments to keep.

Benefits and Compensation

Q: If one has a loan through the 401K plan that is contingent upon employment with WMS, how will it be affected by the acquisition?

A: If you remain employed with WMS through the date of the acquisition, the change in ownership of WMS will not impact any loans under the WMS Industries Inc. Retirement Savings Plan (the “401K Plan”) and any loans will remain payable pursuant to the terms of the 401K Plan.

In the event of termination of employment, any loan under the 401K Plan becomes immediately due and payable. So, if you separate from your employment with WMS, at any time before or after the acquisition, you will have to repay the loan in full immediately or the outstanding balance will become a taxable distribution.

Q: When will we know when or if our benefits will change?

A: We do not anticipate any changes in benefits prior to the closing of the acquisition, with the exception of the WMS Employee Stock Purchase Plan that will end on June 30, 2013. As is always the case, future economic and industry conditions cannot be anticipated, and there can be no guarantees that benefits will not change to meet those conditions or otherwise, irrespective of the merger.

Q: What happens to the old “Williams” pension plan that is now frozen?

A: That plan is frozen, and as a qualified plan, no changes will occur because of the acquisition.

Equity Compensation and the Employee Stock Purchase Plan

Q: Can we (employees) buy stock?

A: As a WMS employee, you are allowed to buy and sell WMS stock provided we are not in a Company Blackout period and you do not have material non-public information. At the closing of the merger, pursuant to the merger agreement, WMS shares will be converted into the right to receive $26.00 per share, and the stock of WMS will cease to be traded on the New York Stock Exchange. Prior to the acquisition, you are also allowed to buy and sell Scientific Games stock, which trades on the NASDAQ Exchange under the symbol SGMS, provided that you do not have non-public material information relating to Scientific Games (as with the WMS policy).

Q: For those employees who own WMS stock, are we going to be forced to sell it when the acquisition is completed, and therefore subject to capital gains/losses, or are we going to get equivalent shares of Scientific Games stock with no immediate tax consequences?

A: You will not receive shares of stock of Scientific Games. At the closing of the merger, pursuant to the merger agreement, WMS stock will be converted into the right to receive $26.00 per share and the stock of WMS will cease to be traded on the New York Stock Exchange. This conversion to the right to receive cash is a taxable event. Because individual circumstances may differ, you should consult your tax advisor to determine the particular U.S. federal, state, local, and/or foreign tax consequences of the merger to you.

Q: Will stock deductions from my paycheck continue under the Employee Stock Purchase Plan?

A: If you are currently enrolled in the Employee Stock Purchase Plan, your payroll deductions will continue through June 30, 2013 and purchases of WMS stock will be made on March 31 and June 30, 2013 with such funds, unless you elect to withdraw your funds. No new enrollments will be accepted.

About Scientific Games

Q: Was Scientific Games in debt when they entered into the acquisition agreement?

A: As of December 31, 2012, Scientific Games had $1,468 million of long-term debt, with a significant liquidity position of $315 million, consisting of cash of $109 million and availability under its revolver of $206 million.

Q: Does Scientific Games have a stock purchase plan?

A: Yes. Through its Employee Stock Purchase Plan, Scientific Games offers eligible employees the opportunity to purchase Scientific Games stock through payroll deduction at a 15% discount to market price.

Q: Will we be able to buy lottery tickets after this acquisition is completed?

A: Until the merger is completed, WMS employees may purchase lottery tickets, if they so choose. Following the merger, the specific limitations on lottery ticket purchases will be determined and applied by the contractual obligations, regulatory and corporate policies of Scientific Games.

Scientific Games’ employees and family members residing in the same household are prohibited from purchasing any lottery games, including any online/draw, instant or video lottery games or receiving any lottery prizes from any state or international lottery or company if Scientific Games has any contract for lottery goods, commercial games or services in that state or country.

The Transaction

Q: When can we expect individuals from Scientific Games to meet with us on processes, procedures and expectations?

A: Representatives from WMS have already met with individuals at Scientific Games in both the Atlanta area and Chicago. Now that the waiting period under the Hart-Scott-Rodino Antitrust Act of 1976 has expired, we have begun planning our integration with Scientific Games; however, we will continue to operate as separate entities until the acquisition closes. As we proceed with this planning, it is possible that you or members of your staff will receive requests for information or requests for meetings directly from representatives of Scientific Games. In order to manage the planning process and ensure that you and your teams are also able to meet your goals and the overall business objectives of WMS for our Fiscal 2013, please forward any such requests to your Executive Committee representative, so that we can coordinate and prioritize these requests as part of the broader integration planning and our Fiscal 2013 objectives.

Q: How will WMS fit into Scientific Games now that it has its SG Gaming division?

A: Legally, WMS will merge with a wholly owned subsidiary of Scientific Games, with WMS surviving the merger as a wholly owned subsidiary of Scientific Games. At this time, it is premature to speculate how WMS and the SG Gaming division will work together. In-depth discussions and meetings on the integration plans are being scheduled and will continue during the coming months.

Q: Will WMS remain as an independent entity after the acquisition, as the SEC filing suggests?

A: The SEC filing describes how WMS will change from being an independent publicly traded company to a wholly owned subsidiary of Scientific Games. WMS will remain a separate legal subsidiary, but it will be 100% controlled by Scientific Games.

Q: Will WMS maintain our brand and logo?

A: It is too early to speculate. We have not been informed that the WMS or Williams Interactive logos will change. We have no plans to change our logos prior to the acquisition.

Conducting Business as Usual

Q: We hear that Scientific Games is not Oracle based. What will happen with the enhancements that are to take place over the next three quarters?

A: Our Business Process Transformation initiative is ongoing, and our plans to continue adoption and enhancements of Oracle R-12 in the future have not changed.

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