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):  August 12, 2011

SCIENTIFIC GAMES CORPORATION

(Exact name of registrant as specified in its charter)

0-13063

(Commission File Number)

Delaware	81-0422894
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification No.)

750 Lexington Avenue, 25th Floor, New York, New York 10022

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:  (212) 754-2233

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:

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

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Section 5 - Corporate Governance and Management

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

On August 16, 2011, pursuant to its stockholder-approved stock option exchange offer, Scientific Games Corporation (the “Company”) accepted for exchange (and cancelled) options to purchase an aggregate of 4,918,791 shares of the Company’s common stock (representing 97% of the total number of options eligible for exchange in the exchange offer) and, in exchange therefor, granted a total of 663,173 restricted stock units (“RSUs”) under the Company’s 2003 Incentive Compensation Plan, as amended and restated (the “Plan”).  Under the terms of the exchange offer, eligible employees (including executive officers) and directors could exchange all (but not less than all) of their outstanding stock options with an exercise price greater than $11.99 that were granted before July 19, 2010, whether vested or unvested, for a lesser number of new RSUs based on the exchange ratios that were established in connection with the exchange offer.  The exchange ratio for a particular eligible option held by one of the Company’s directors (including the Chairman of the Board and Chief Executive Officer and the Company’s other two employee directors) valued such eligible option at 50% of the value ascribed to an identical eligible option held by an employee who is not a director.  The RSUs granted in connection with the exchange offer are scheduled to vest on the later of August 16, 2012 and the date on which the corresponding option would have vested.  A more complete description of the terms and conditions of the stock option exchange offer is set forth in the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on July 19, 2011, as amended on August 5, 2011 and August 16, 2011, and in the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units dated July 19, 2011, as amended August 5, 2011, filed as an exhibit thereto.

In light of the shares that have been returned to the pool of available shares under the Plan as a result of the completion of the exchange offer, on August 18, 2011, the Company entered into an amendment to its employment agreement with A. Lorne Weil, the Company’s Chairman and Chief Executive Officer, to eliminate (1) the Company’s cash settlement obligation in respect of 200,000 stock options and 500,000 RSUs granted to Mr. Weil on December 2, 2010 that would have been triggered by the unavailability of shares under the Plan and (2) the non-exercisability and forfeiture provisions in respect of the 1,000,000 performance-conditioned stock options and the 1,000,000 performance-conditioned RSUs granted to Mr. Weil on December 2, 2010 that would have been triggered by the unavailability of shares under the Plan.

All other terms of Mr. Weil’s employment agreement relating to such equity awards (including the service and performance-based conditions to vesting, exercise and settlement thereof), as set forth in Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2011, are unchanged and remain in full force and effect.  The foregoing description of the amendment to the employment agreement with Mr. Weil is qualified in its entirety by the full text of the amendment, a copy of which is attached hereto as Exhibit 10.1.

On August 12, 2011, the Company entered into an amendment to the Separation Agreement, dated May 12, 2011 (the “Separation Agreement”), between the Company and Ira H. Raphaelson, the Company’s Vice President, General Counsel and Secretary.  The amendment provides that Mr. Raphaelson’s separation date will be November 1, 2011 and that he will cease serving as General Counsel no later than such date.

All other terms of the Separation Agreement, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2011, are unchanged and remain in full force and effect.  The foregoing description of the amendment to

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the Separation Agreement is qualified in its entirety by the full text of the amendment, a copy of which is attached hereto as Exhibit 10.2.

Section 9 - Financial Statements and Exhibits

Item 9.01.              Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
10.1	Amendment to Employment Agreement, dated as of August 18, 2011, by and between A. Lorne Weil and Scientific Games Corporation.
10.2	Amendment to Separation Agreement, dated as of August 12, 2011, by and between Ira H. Raphaelson and Scientific Games Corporation.

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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
	By:	/s/ Jeffrey S. Lipkin
	Name:	Jeffrey S. Lipkin
	Title:	Senior Vice President and Chief Financial Officer
Date: August 18, 2011

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Exhibit Index

Exhibit No.	Description
10.1	Amendment to Employment Agreement, dated as of August 18, 2011, by and between A. Lorne Weil and Scientific Games Corporation.
10.2	Amendment to Separation Agreement, dated as of August 12, 2011, by and between Ira H. Raphaelson and Scientific Games Corporation.

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EX-10.1

Exhibit 10.1

Amendment to Employment Agreement

Amendment to Employment Agreement (this “Amendment”), dated as of August 18, 2011, by and between Scientific Games Corporation, a Delaware corporation (the “Company”), and A. Lorne Weil (“Executive”).

WHEREAS, Executive has been employed pursuant to an Employment Agreement effective as of January 1, 2006 between the parties hereto (the “2006 Agreement”) as clarified by a letter agreement dated as of August 2, 2007 between the parties hereto regarding amounts payable under the Company’s Elective Deferred Compensation Plan (the “EDCP Payment Letter”) and as amended by the Amendment dated as of May 1, 2008 between the parties hereto (the “May 2008 Amendment”), the Amendment dated as of December 30, 2008 between the parties hereto (the “December 2008 Amendment”), the Amendment dated as of May 29, 2009 between the parties hereto (the “May 2009 Amendment”) and the Amendment dated as of December 2, 2010 between the parties hereto (the “December 2010 Amendment” and together with the 2006 Agreement, the EDCP Payment Letter, the May 2008 Amendment, the December 2008 Amendment and the May 2009 Amendment, the “Agreement”); and

WHEREAS, in light of a sufficient number of shares becoming available under the Equity Plan (as defined below) as a result of the recent completion of the Company’s stock option exchange offer, the parties hereto desire to enter into this Amendment to eliminate (1) the non-exercisability and forfeiture provisions set forth in the December 2010 Amendment in respect of the 1,000,000 stock options and the 1,000,000 restricted stock units comprising the Performance Vesting 2010 Grant (as defined below) held by Executive that are triggered by the unavailability of shares under the Equity Plan and (2) the cash settlement obligation set forth in the December 2010 Amendment in respect of 200,000 stock options and 500,000 restricted stock units comprising a portion of the Time Vesting 2010 Grant (as defined below) held by Executive that is triggered by the unavailability of shares under the Equity Plan;

NOW THEREFORE, in consideration of the premises and the mutual benefits to be derived herefrom and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.The first sentence of Section 4(d)(i) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(d)Incentive Equity Awards.

(i)The Company shall grant to Executive as of December 2, 2010 (A)(1) stock options to purchase one million (1,000,000) shares of the Company’s common stock at an exercise price equal to $9.00 per share (which options shall expire on December 1, 2020) (the “Time Vesting 2010 Option Grant”), which shall vest and become exercisable with respect to two hundred fifty thousand (250,000) of such shares on each of December 31, 2011, December 31, 2012, December 31, 2013 and December 31, 2014, and (2) one million (1,000,000) RSUs (the “Time Vesting 2010 RSU Grant” and together with the Time Vesting 2010 Option Grant, the “Time Vesting 2010 Grant”), which shall vest with respect to two hundred fifty thousand (250,000) of the shares subject to such grant on each of December 31, 2011, December 31, 2012, December 31, 2013 and December 31, 2014, and (B)(1) stock options to purchase one million (1,000,000) shares of the Company’s common stock at a price equal to $8.06 per share (representing the average of the high and low sales price of the Company’s common stock on the trading day immediately prior to the date of grant) (which shall expire as to unvested options on March 15, 2016 and as to vested options on December 1, 2020) (the “Performance Vesting 2010 Option Grant”), and (2) one million (1,000,000) RSUs (the

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“Performance Vesting 2010 RSU Grant” and together with the Performance Vesting 2010 Option Grant, the “Performance Vesting 2010 Grant”; the Time Vesting 2010 Grant, together with the Performance Vesting 2010 Grant, the “2010 Grant”), which Performance Vesting 2010 Option Grant shall vest and become exercisable with respect to twenty percent (20%) of the shares subject to such Performance Vesting 2010 Option Grant, and which Performance Vesting 2010 RSU Grant shall vest with respect to twenty percent (20%) of the shares subject to such Performance Vesting 2010 RSU Grant, if, as and when certain “Adjusted EBITDA” targets are achieved in accordance with clause (iii) below.

2.Sections 4(d)(vi) and (viii) of the Agreement are hereby deleted in their entirety (and clause (vii) of Section 4(d) of the Agreement is hereby renumbered as clause (vi) of Section 4(d) of the Agreement).

3.Except as set forth in this Amendment, all terms and conditions of the Agreement (including, without limitation, all service and performance-based conditions to vesting, exercise and/or settlement, and all other terms of, the equity awards comprising the 2010 Grant) shall remain unchanged and in full force and effect in accordance with their terms.  All references to the “Agreement” in the Agreement shall refer to the Agreement as amended by this Amendment.

4.This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

[rest of page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed on its behalf as of the date first above written.

SCIENTIFIC GAMES CORPORATION
By:	/s/ Jeffrey S. Lipkin
Name:	Jeffrey S. Lipkin
Title:	Senior Vice President and Chief Financial Officer
/s/ A. Lorne Weil
A. Lorne Weil

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EX-10.2

Exhibit 10.2

August 12, 2011

Ira H. Raphaelson

Vice President, General Counsel & Secretary

Scientific Games Corporation

750 Lexington Avenue

25th Floor

New York, New York, 10022

Re:Modification of Your Separation Agreement of May 13, 2011

Dear Ira:

This letter will confirm our agreement to modify your Separation Agreement of May 13, 2011 as follows once acknowledged and agreed by you below:

Section 1: You will cease being General Counsel no later than your “Separation Date” and your Separation Date will be November 1, 2011 at 12:01 am;

All other aspects of the Agreement will remain in force and effect.

Very truly yours,

/s/ A. Lorne Weil

A. Lorne Weil

Chief Executive Officer

Scientific Games Corporation

Acknowledged and Agreed this 12th day of August, 2011 by Ira H. Raphaelson /s/ Ira H. Raphaelson