8-K

UNITED STATESSECURITIES 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 31, 2018

SCIENTIFIC GAMES CORPORATION

(Exact name of registrant as specified in its charter)

Nevada (State of incorporation) 81-0422894 (IRS Employer Identification No.)

0-13063

(Commission File Number)

6601 Bermuda Road, Las Vegas, Nevada 89119

(Address of principal executive offices) (Zip Code)

(702) 897-7150

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐Emerging growth company

☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Executive Vice President and Chief Legal Officer and Departure of Executive Vice President and Chief Legal Officer

On September 4, 2018, Scientific Games Corporation (the “Company”) announced that James Sottile will succeed David W. Smail as Executive Vice President and Chief Legal Officer, effective as of September 4, 2018.

Mr. Sottile joins the Company from Jones Day, where he was a partner in its New York office.

Separation and Consultancy Agreement with Mr. Smail

On September 3, 2018, the Company entered into a separation and consultancy agreement (the “Agreement”) with Mr. Smail relating to the terms and conditions of his termination of employment with, and transition to his new role as a consultant to, the Company.

The Agreement provides that Mr. Smail will cease to serve as Executive Vice President and Chief Legal Officer of the Company, effective as of September 3, 2018 (the “Separation Date”), and immediately thereafter will become a consultant to the Company. In consideration for providing consulting services from the Separation Date through December 31, 2018, Mr. Smail will remain eligible to receive his 2018 bonus, payable at the time bonuses are normally paid. Upon the expiration of his term of employment, Mr. Smail will also be entitled to receive any applicable payments provided for under the terms of the previously disclosed employment agreement entered into between Mr. Smail and the Company.

Item 7.01. Regulation FD Disclosure.

On September 4, 2018, the Company issued a press release announcing that Mr. Sottile will succeed Mr. Smail as Executive Vice President and Chief Legal Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Scientific Games Corporation, dated September 4, 2018.

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.

	SCIENTIFIC GAMES CORPORATION
Date: September 4, 2018	By:	/s/ Michael A. Quartieri
		Name:	Michael A. Quartieri
		Title:	Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary

EX-99.1

Exhibit 99.1

Scientific Games Announces James Sottile as New Executive Vice President and

Chief Legal Officer

LAS VEGAS – September 4, 2018 - Scientific Games Corporation (NASDAQ: SGMS) (“Scientific Games” or the “Company”) today announced that James Sottile will join the company as Executive Vice President (EVP) and Chief Legal Officer for the Company, effective September 4th. Sottile will oversee Scientific Games’ global legal organization and report to Scientific Games President and CEO Barry Cottle.

Barry Cottle said, “Jim brings more than 30 years of experience working across multiple industries. He is an accomplished legal strategist and litigator, as well as an experienced leader. I look forward to working with him, as he guides our world-class legal organization to support our strategic objectives and positively impact our business results. He is a terrific addition to our executive team. David Smail will be staying on in an advisory role through the end of the year.”

Sottile joins Scientific Games from Jones Day, where he was a partner in its New York office. He has extensive experience successfully litigating complex commercial matters, negotiating positive solutions with regulators and developing legal strategies to solve critical business issues. Sottile has been named a notable practitioner by Chambers USA: America’s Leading Business Lawyers since 2005 and has been recognized in The Best Lawyers in America since 2011.

“I am excited by the opportunity to lead Scientific Games’ global legal organization and work with Barry and his leadership team to ensure the Company continues its global leadership in Gaming and Lottery and is successful in its efforts to drive innovation and benefit all key stakeholders. My passion is leading winning teams, and I am thrilled to lead and advance the success of Scientific Games’ great legal team,” said James Sottile.

About Scientific Games

Scientific Games Corporation (NASDAQ: SGMS) is a world leader in gaming entertainment offering the industry's broadest and most integrated portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company is #1 in technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Committed to responsible gaming, Scientific Games delivers what customers and players value most: trusted security, engaging entertainment content, operating efficiencies and innovative technology. For more information, please visit www.scientificgames.com

Company Contacts

Corporate Communications:Susan Cartwright  +1 702-532-7981

Vice President, Corporate Communications

susan.cartwright@scientificgames.com

Investor Relations:Michael Quartieri  +1 702-532-7658

Executive Vice President and Chief Financial Officer

Forward-Looking Statements

In this press release, Scientific Games makes "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "will," "may," and "should." These statements are based upon management's current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including those factors described in our filings with the SEC, including the Company's current reports on Form 8-K, quarterly reports on Form 10-Q and its latest annual report on Form 10-K filed with the SEC on March 1, 2018 (including under the headings "Forward Looking Statements" and "Risk Factors"). Forward-looking statements speak only as of the date they are made and, except for Scientific Games' ongoing obligations under the U.S. federal securities laws, Scientific Games undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.