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): May 10, 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)

¨ 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 5.07. Submission of Matters to a Vote of Security Holders.

On May 10, 2013, WMS Industries Inc. (the “Company”) held a special meeting of its stockholders to, among other things, consider and vote on a proposal to adopt and approve the previously announced Agreement and Plan of Merger, dated as of January 30, 2013 (the “Merger Agreement”), by and among the Company, Scientific Games Corporation, a Delaware corporation (“Scientific Games”), SG California Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Scientific Games (“Merger Sub”) and Scientific Games International, Inc. providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Scientific Games. At that special meeting, the Company’s stockholders voted to approve the Merger Agreement. The Company’s stockholders also voted to approve, by a non-binding advisory vote, the compensation that may be payable to the Company’s named executive officers in connection with the consummation of the merger. The Company’s stockholders also voted to approve the adjournment of the special meeting, if necessary or appropriate in the view of the Company’s board of directors, to solicit additional proxies if there were not sufficient votes at the time of the special meeting to adopt the merger agreement, but such adjournment was deemed unnecessary. Stockholders owning a total of 41,666,862 shares voted at the special meeting, representing approximately 75% of the shares of the Company’s common stock outstanding as of the record date for the special meeting.

The final voting results for each matter submitted to a vote of the Company’s stockholders at the special meeting are as follows:

Proposal 1: Adoption of the Merger Agreement.

For	Against	Abstain
41,600,116	47,283	6,458

Proposal 2: Advisory Vote Regarding Merger-Related Compensation.

For	Against	Abstain
36,786,726	4,764,147	102,984

Proposal 3: Adjournment or Postponement of the Special Meeting.

For	Against	Abstain
38,238,217	3,413,727	14,918

Item 8.01. Other Events.

On May 10, 2013, the Company issued a press release press release announcing the results of the stockholder votes at the special meeting, 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

1

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of WMS Industries Inc., dated May 10, 2013.

2

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: May 13, 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	Press Release of WMS Industries Inc., dated May 10, 2013.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE    

WMS STOCKHOLDERS APPROVE MERGER AGREEMENT WITH SCIENTIFIC GAMES

Waukegan, Ill – May 10, 2013 – WMS Industries Inc. (NYSE:WMS) announced that at a special stockholders’ meeting held today, WMS stockholders approved the Agreement and Plan of Merger, dated January 30, 2013, with Scientific Games Corporation (NASDAQ:SGMS) providing for the acquisition of WMS by Scientific Games.

More than 99% of the votes represented and cast at the meeting, or approximately 75% of the total outstanding shares of common stock eligible to vote as of the April 8, 2013 record date, were voted in favor of the adoption of the merger agreement. Stockholders also approved the non-binding advisory proposal regarding merger-related compensation with a vote of more than 85% of the votes represented and cast at the meeting.

Upon the closing of the transaction, WMS will become a wholly owned subsidiary of Scientific Games and WMS stockholders (other than WMS stockholders who have properly exercised rights of appraisal) will be entitled to receive $26.00 in cash, without interest, for each share of WMS common stock owned at the time of the transaction’s closing.

The merger, expected to be completed by the end of 2013, is subject to the receipt of certain required gaming jurisdiction approvals, along with the satisfaction of other customary closing conditions. The parties timely filed applications for gaming regulatory approvals (or otherwise provided the required documentation or information) in all jurisdictions in which the filing of such applications (or the provision of such information) was required under the merger agreement.

“Today’s shareholder approval is an important milestone toward completing the pending acquisition of WMS by Scientific Games,” said Brian R. Gamache, Chairman and Chief Executive Officer of WMS. “In the meantime, we remain focused on commercializing new innovative game content and products for our casino operator customers. We are encouraged by the strong player acceptance of our unique new Blade™ and Gamefield xD™ gaming machines, solid performance of new games including MONOPOLY™ Legends™, SPIDER-MAN™ and Colossal Reels™, and the ongoing growth of our interactive products and services.”

About WMS

WMS Industries Inc. is a leading supplier of innovative gaming entertainment products and services worldwide. The Company designs, develops, manufactures, distributes and markets casino games and gaming machines, video lottery terminals and interactive gaming products and services. More information on WMS, and its subsidiaries, WMS Gaming and Williams Interactive, can be found at www.wms.com or www.williamsinteractive.com or visit the Company on Facebook®, Twitter® or YouTube®.

MONOPOLY is a trademark of Hasbro. Used with permission. ©2013 Hasbro. All rights reserved.

SPIDER-MAN and all related characters, TM & © 2002-2007 Marvel Entertainment, Inc. and its subsidiaries. SPIDER-MAN movies © 2002-2007 Columbia Pictures Industries, Inc. All rights reserved.

– more –

WMS Stockholders Approve Merger with Scientific Games, 5/10/2013 page  2

Cautionary Statement Regarding Forward-looking Statements

This press release contains forward-looking statements concerning our future business performance, strategy, outlook, plans, products and liquidity. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “continue,” “project,” and “intend,” among others. These forward-looking statements are subject to 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. We undertake no obligation to update such forward looking statements, all of which are made only as of this date, May 10, 2013. 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) there is a risk that the acquisition of WMS (“the acquisition”) pursuant to the merger agreement with Scientific Games may not be consummated, on a timely basis or otherwise; (2) our business may be disrupted while the acquisition by Scientific Games is pending or if the acquisition is not consummated as our ability to transact business with customers, suppliers and other business partners may be adversely affected; (3) it may be difficult for us to retain and recruit employees in vital areas while the acquisition is pending or if it fails; (4) in the event our pending acquisition by Scientific Games is not consummated, the price of our stock may be affected; (5) there could be unexpected costs, charges, expenses or lost revenue opportunities resulting from the pending acquisition; (6) in connection with the recent implementation of our enterprise resource planning system, there is the risk of inaccurate data or reporting and significant design errors that could have a negative effect on our operating results and impact our ability to manage our business which could constitute significant deficiencies; (7) delay or refusal by regulators to approve our new gaming platforms, cabinet designs, game themes and related hardware and software; (8) changes in regulations or regulatory interpretations that may adversely affect existing product placements or future placements; (9) an inability to introduce in a timely manner new games and gaming machines that achieve and maintain market acceptance; (10) a decrease in the desire of casino customers to upgrade gaming machines or allot floor space to leased or participation games, resulting in reduced demand for our products; (11) a reduction in capital spending or interruption in payments by casino customers associated with business weakness or economic uncertainty that adversely affects our customers’ ability to make purchases or pay; (12) a greater-than-expected demand for operating leases by customers over outright product sales or sales financing leases that shift revenue recognition from a single period to the term of such operating leases; (13) a reduction in play levels of our participation games by casino patrons, whether due to economic conditions or increased placements of competitive product; (14) inability of suppliers of key components to timely meet our requirements to fulfill customer orders; (15) increased pricing or promotional competitive activity that adversely affects our average selling price or product revenues; (16) a failure to obtain and maintain our gaming licenses and regulatory approvals; (17) failure of customers or players to adapt to the new technologies that we introduce in new product concepts; (18) a software anomaly or fraudulent manipulation of our gaming machines and software; (19) a failure to obtain the right to use or an inability to adapt to rapid development of new technologies; (20) an infringement claim seeking to restrict our use of material technologies; (21) risks of doing business in

– more –

WMS Stockholders Approve Merger with Scientific Games, 5/10/2013 page  3

international markets, including political and economic instability, terrorist activity, changes in importation and repatriation regulations such as currently experienced in Argentina, and foreign currency fluctuations; and (22) the unfavorable outcome of any legal proceedings in which we may be involved from time to time. These factors and other factors that could cause actual results to differ from expectations are more fully described under “Item 1. Business”, “Item 1A. Risk Factors” and “Legal Proceedings” in our 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.

For more information contact:

Investors
William H. Pfund	Joseph N. Jaffoni or Richard Land
VP Investor Relations	JCIR
WMS Industries Inc.	212/835-8500, wms@jcir.com
847/785-3167, bpfund@wms.com

Media

Mollie Cole

Director, Communications

WMS Industries Inc.

773/961-1194, mcole@wms.com

#  #  #