-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ULqOqr0nUHuxEXeUYfIZMPTSS0p0NtQCLtrALWlSGN+ZzEWUXJaajNhMARqcYNgz uf5+EPqXKHuIkXFeF1y7Vw== 0001104659-07-040138.txt : 20070515 0001104659-07-040138.hdr.sgml : 20070515 20070515164616 ACCESSION NUMBER: 0001104659-07-040138 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070510 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070515 DATE AS OF CHANGE: 20070515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC GAMES CORP CENTRAL INDEX KEY: 0000750004 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 810422894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13063 FILM NUMBER: 07854132 BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 3027374300 MAIL ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AUTOTOTE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TOTE INC DATE OF NAME CHANGE: 19920317 8-K 1 a07-14404_18k.htm 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, 2007

SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

 

81-0422894

(State of incorporation)

 

(IRS Employer

 

 

Identification No.)

 

0-13063
(Commission File Number)

750 Lexington Avenue, New York, New York 10022
(Address of registrant’s principal executive office)

(212) 754-2233
(Registrant’s telephone number)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CPR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

Item 3.01       Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Sir Brian G. Wolfson, a member of the Board of Directors of Scientific Games Corporation (the “Company”), passed away during the evening of May 10, 2007. Sir Brian had also served as a member of the Audit Committee of the Board of Directors. On May 11, 2007, the Company notified the staff of the NASDAQ Stock Market that Sir Brian’s death resulted in the Audit Committee being comprised of two independent directors rather than three independent directors as required under NASDAQ Marketplace Rule 4350 and that the Company expected to promptly fill the vacancy with an existing member of the Company’s Board of Directors.  On May 15, 2007, the Board of Directors appointed Eric M. Turner, who has been a director since 2002, as a member of the Audit Committee. Mr. Turner meets the independence requirements and other qualifications of the NASDAQ Stock Market for service on the Audit Committee.

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

See response to Item 3.01 which is incorporated herein by reference.

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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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: May 15, 2007

 

By:

 

/s/ DeWayne E. Laird

 

 

 

 

Name:

 

DeWayne E. Laird

 

 

 

 

Title:

 

Vice President and Chief Financial Officer

 

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