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 12, 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 12, 2013, WMS Industries Inc. (the “Company”) posted on its website a message to its employees from Brian R. Gamache, the Company’s Chairman and Chief Executive Officer, 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 April 9, 2013, the Company filed a definitive proxy statement on Schedule 14A with the SEC. The Company and Scientific Games Corporation may file with the SEC other documents relating to the proposed transaction. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. On or about April 11, 2013, the definitive proxy statement was mailed to the holders of Company common stock as of the record date. The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders 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 | Message to Employees from Brian R. Gamache, dated April 12, 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 12, 2013 | By: | /s/ Kathleen J. McJohn | ||||
| Kathleen J. McJohn Senior Vice President, General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Message to Employees from Brian R. Gamache, dated April 12, 2013. | |
Exhibit 99.1
WMS Employees Update Blog Issue 4 Brian R. Gamache
Dear Colleague,
Let me update you on the latest progress regarding the pending acquisition of WMS by Scientific Games (“SGMS”). As a reminder, the acquisition is subject to the approvals of WMS shareholders and gaming regulatory authorities, as well as other customary closing conditions.
Overall, the merger process continues to move forward as anticipated. The SGMS team timely made all of the gaming-related regulatory filings required to be filed by it under the merger agreement.
During the past week, the definitive Proxy Statement regarding the merger proposal was finalized, filed with the SEC and mailed to record holders of WMS stock who owned stock as of April 8, including employees who owned WMS stock as of such date. Stockholders are being asked to consider and vote on the merger agreement, among other items, at the special meeting of WMS stockholders to be held on May 10, 2013.
Regarding the integration of our two organizations, we have now: 1) largely defined the process for planning the integration effort, 2) selected four executives from each company to serve as the steering committee, 3) identified the appropriate individuals to staff the planning teams, and 4) chosen outside, third-party advisors, including a consulting group with experience in both mergers and in the gaming industry to assist the internal integration planning teams and a program management group to facilitate the proper resourcing of our integration planning efforts.
The four members of WMS on the steering team are Orrin Edidin, Ken Lochiatto, Scott Schweinfurth and Fred Gabbard. The four SGMS members are Bill Huntley, CEO—Systems, Brooks Pierce, President—Video Gaming, Rick Weil, President—Sciplay, and Jeff Lipkin, Senior Vice President and Chief Financial Officer. Both Lorne and I will serve as ex-officio members of the steering committee. The steering committee will lead more than 30 WMS integration planning team members and an equivalent team from SGMS, in each case representing the full cross-section of our respective functional and business operations, to discuss, plan and prepare a detailed timetable and action plan for the integration of our two organizations following the closing of the transaction.
This joint effort was kicked off at an organizational meeting and in smaller fact-gathering team meetings hosted by WMS at our Chicago campus, which began yesterday, April 11 and ran through today. We expect the fact-gathering effort to take about a month. The teams will gather information in order to evaluate and prioritize options, establish goals and create an overall integration framework. We will then move into a more intensive stage that will include the preparation of detailed integration action plans.
While it would be premature to comment in detail on the discussions, I am pleased to note that the meeting got off to a great start and that everyone has approached the process with 110% dedication and commitment to ensure that the combined company will encompass the best of both WMS and SGMS.
Looking back, the March quarter was extremely busy and I would like to thank everyone for the significant efforts put forth to successfully launch and roll-out our new Gamefield xD and Blade cabinets for our land-based casino customers, and in continuing to move forward in building the awareness and presence of Williams Interactive in the iGaming world through the distribution of WMS slot games into the online and mobile channels.
Thanks for your support and total commitment during these busy and exciting times. I will continue to send you regular updates on our progress with SGMS.
Regards,
Brian