8-K 1 kl00847_8k.txt FORM 8K CURRENT REPORT 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): August 8, 2005 0-13063 (Commission File Number) ______________________________ SCIENTIFIC GAMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 81-0422894 (State of Incorporation) (IRS Employer Identification Number) 750 Lexington Avenue, New York, New York 10022 (Address of registrant's principal executive office) (212) 754-2233 (Registrant's telephone number) ______________________________ Section 1 - Registrant's Business and Operations Item 1.01. Entry into a Material Definitive Agreement. On August 8, 2005, in connection with the employment of Steven Beason as chief technology officer of Scientific Games International, Inc., a subsidiary of Scientific Games Corporation (the "Company"), Mr. Beason was granted a stock option to purchase 275,000 shares of the Company's common stock, at an exercise price equal to the average of the high and low trading prices of the stock on the preceding trading day, vesting in one-third increments on each of the first, second and third anniversaries of his employment date. The stock option was approved as an employment inducement grant pursuant to Nasdaq Marketplace Rule 4350 without stockholder approval. 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, thereunto duly authorized. SCIENTIFIC GAMES CORPORATION By: /s/ Martin E. Schloss --------------------------------------- Name: Martin E. Schloss Title: Vice President, General Counsel and Secretary Date: August 11, 2005