-----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, E+XL+ZX8sD5m6kuNK0sk0sUmVl3hD9UcmwXvQxPSxvZ6pk9yIBIrDjAgj+mP4CbE doOl7tm8WZA/56pM1fhXlQ== 0001181431-03-032454.txt : 20031121 0001181431-03-032454.hdr.sgml : 20031121 20031121193202 ACCESSION NUMBER: 0001181431-03-032454 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031119 FILED AS OF DATE: 20031121 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LOTTOMATICA SPA CENTRAL INDEX KEY: 0001123430 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13063 FILM NUMBER: 031019328 BUSINESS ADDRESS: STREET 1: VIA DI PORTA LATINA 8 CITY: ROME ITALY BUSINESS PHONE: 003906772991 MAIL ADDRESS: STREET 1: VIA DI PORTA LATINA 8 CITY: ROME ITALY STATE: L6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CIRMATICA GAMING S A CENTRAL INDEX KEY: 0001123506 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13063 FILM NUMBER: 031019329 BUSINESS ADDRESS: STREET 1: RAMBLA DE CATALUNYA 16 4E2 STREET 2: BARCELONA SPAIN ZIP: 08007 BUSINESS PHONE: 01134939178300 MAIL ADDRESS: STREET 1: RAMBLA CATALUNYA N 16 STREET 2: BARCELONA CITY: SPAIN STATE: U3 ZIP: 00000 4 1 rrd23477.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0201 42003-11-191 0000750004 SCIENTIFIC GAMES CORP SGMS 0001123506 CIRMATICA GAMING S A Rambla de Catalunya 16,4,2aBarcelonaU3080070010 0001123430 LOTTOMATICA SPA VIA MOSCA 45 ROME L6 00142 ITALY 0010Common Stock6769DCommon Stock6769ISee FootnoteSeries A Convertible Preferred Stock5.102003-11-194S01200327D2000-09-062005-09-06Common Stock235358230DSeries A Convertible Preferred Stock5.102003-11-194S01200327D2000-09-062005-09-06Common Stock235358230ISee FootnoteLottomatica S.p.A. ("Lottomatica") is the sole shareholder of Cirmatica Gaming, S. A. ("Cirmatica"). De Agostini S.p.A. ("De Agostini") is the majority stockholder of Lottomatica. Lottomatica and De Agostini may each be deemed to beneficially own the securities owned by Cirmatica. Each of Lottomatica and De Agostini disclaims beneficial ownership of all of the securities reported hereunder and this Form 4 shall not be construed as an admission that Lottomatica or De Agostini is the beneficial owner of such securities.Prior to November 19, 2003, Cirmatica owned 1,200,327 shares of Series A Preferred Stock (convertible into 23,535,823 shares of Common Stock). Prior to November 19, 2003, Cirmatica may have been deemed to beneficially own additional shares of Series A Preferred Stock as Cirmatica may have been deemed to be a member of a "group" with the Oak Fund for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.The Issuer's Definitive Proxy Statement on Form 14A filed on May 23, 2003 (the "Proxy") sets forth an assumed conversion price of $5.10. The conversion price was determined in accordance with the Certificate of Designations governing the Series A Preferred Stock and is subject to upward adjustment to $5.56 and downward adjustment to $4.63, based on the performance of the Common Stock on the 30 trading days preceding the date of conversion. Assuming conversion of all the shares of Series A Preferred Stock held by Cirmatica at the assumed conversion price of $5.10 set forth in the Proxy, such Series A Preferred Stock is convertible into 23,535,823 shares of Common Stock.Pursuant to a Stock Purchase Agreement (the "Agreement"), dated October 10, 2003, by and between Cirmatica and a certain unaffiliated third-party purchaser (the "Investor"), Cirmatica sold an aggregate of 1,200,327 shares of Series A Preferred Stock, representing all of the outstanding Series A Preferred Stock held by Cirmatica, to the Investor for a purchase price of $197,535,701.81 or $164.57 per share of Series A Preferred Stock. Cirmatica also sold its right to dividends on the Series A Preferred Stock through November 18, 2003 to the Investor for a purchase price of $1,623,581.16./s/ Antonio Pisanelli, Chariman2003-11-19/s/ Rosario Bifulco, Chief Executive Officer2003-11-19 -----END PRIVACY-ENHANCED MESSAGE-----