Form S-8 Registration Statement
As
filed
with the Securities and Exchange Commission on May 12, 2006 Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_______________
SCIENTIFIC
GAMES CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
81-0422894
(I.R.S.
Employer
Identification
Number)
|
750
Lexington Avenue, 25th Floor
New
York, New York 10022
(Address
of Principal Executive Offices)
_______________
SCIENTIFIC
GAMES CORPORATION
2003
INCENTIVE COMPENSATION PLAN
AND
2005
INDUCEMENT STOCK OPTION AGREEMENT GRANTS
FOR
EACH OF
MICHAEL
CHAMBRELLO AND STEVEN BEASON
(Full
Title of the Plans)
_______________
Ira
H. Raphaelson, Esq.
Scientific
Games Corporation
750
Lexington Avenue, 25th Floor
New
York, New York 10022
(Name
and
Address of Agent for Service)
(212)
754-2233
(Telephone
Number, Including Area Code,
of
Agent
for Service)
Copy
to:
Peter
G. Smith, Esq.
Kramer
Levin Naftalis & Frankel LLP
1177
Avenue of the Americas
New
York, New York 10036
(212)
715-9100
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities to be Registered
|
|
Amount
to be Registered (1)
|
|
Proposed
Maximum Offering Price
Per
Share
|
|
Proposed
Maximum Aggregate Offering Price
|
|
Amount
of Registration Fee
|
|
|
Class
A Common Stock, par value
$0.01
per share (“Class A Common Stock”)
|
|
|
2,000,000
|
|
$
|
39.975
(2
|
)
|
$
|
79,950,000.00
|
|
$
|
8554.65
|
|
|
Class
A Common Stock
|
|
|
500,000
|
|
$
|
27.01
(3
|
)
|
$
|
13,505,000.00
|
|
$
|
1,445.04
|
|
|
Class
A Common Stock
|
|
|
137,500
|
|
$
|
29.18
(3
|
)
|
$
|
4,012,250.00
|
|
$
|
429.31
|
|
|
Total
|
|
|
2,637,500
|
|
|
|
|
$
|
97,467,250.00
|
|
$
|
10,429.00
|
|
| |
(1)
|
This
registration statement (this “Registration Statement”) is being filed with
the Securities and Exchange Commission to register 2,637,500 shares
of
Class A Common Stock consisting of (a) 2,000,000 shares of Class
A Common
Stock which may be issued under the Registrant’s 2003 Incentive
Compensation Plan, as amended and restated in June 2005 (as the same
may
be further amended from time to time, the “Incentive Compensation Plan”),
and (b) 637,500 shares of Class A Common Stock which may be issued
by the
Registrant pursuant to Inducement Stock Option Agreements.
|
| (2) |
Estimated,
solely for the purpose of calculating the registration fee, pursuant
to
Rules 457(c) and 457(h)(1) promulgated under the Securities Act of
1933,
as amended (the “Securities Act”), based on the average of the high and
low sales prices for the Class A Common Stock reported on the Nasdaq
National Market on May 11,
2006, which is within five (5) business days prior to the date of
this
Registration Statement.
|
| (3) |
Pursuant
to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
and the
Proposed Maximum Aggregate Offering Price have been calculated based
on
the exercise prices of options previously
granted.
|
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information required to be contained in the Section 10(a) prospectus is omitted
from this Registration Statement pursuant to Rule 428 of the Securities Act
and
the note to Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation
of Documents by Reference.
The
Registrant hereby incorporates by reference in this Registration Statement
the
following documents:
| · |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005, filed March 17, 2006;
|
| · |
The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2006, filed May 9, 2006;
|
| · |
The
Registrant’s Current Reports on Form 8-K, filed January 11, 2006, January
25, 2006, March 1, 2006, March 1, 2006, April 6, 2006, April 26,
2006 and
May 4, 2006;
|
| · |
The
description of the Registrant’s Class A Common Stock contained in the
latest registration statement of the Registrant with respect to such
Class
A Common Stock filed under Section 12 of the Securities Exchange
Act of
1934, as amended (the “Exchange Act”), including any amendment or report
filed for the purpose of updating such
description;
|
| · |
All
other reports filed by the Registrant pursuant to Section 13(a) or
15(d)
of the Exchange Act since the end of the fiscal year covered by the
Annual
Report referred to above; and
|
| · |
All
documents subsequently filed by the Registrant with the Securities
and
Exchange Commission (“SEC”) pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
to
this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing
of
such documents.
|
The
Registrant will furnish to each person, including any beneficial owner, to
whom
this document is delivered, without charge, a copy of any or all of the
information that has been incorporated by reference (including any exhibits
that
are specifically incorporated by reference in that information) upon oral or
written request to:
Scientific
Games Corporation
750
Lexington Avenue, 25th Floor
New
York,
New York 10022
(212)
754-2233
Attn:
Corporate Secretary
The
documents may also be accessed on the SEC’s web site without charge at
www.sec.gov.
Item
4.
Description of Securities.
Not
applicable.
Item
5.
Interest
of Named Experts and Counsel.
The
validity of the shares of Class A Common Stock offered hereby has been passed
upon for the Registrant by Martin E. Schloss, Senior Vice President and
Secretary of the Registrant. Mr. Schloss owns 22,540 shares of Class A Common
Stock, 32,504 shares of deferred stock and options to purchase 265,834 shares
of
Class A Common Stock.
Item
6.
Indemnification
of Officers and Directors.
The
General Corporation Law of the State of Delaware (the “DGCL”) at
Section 102(b)(7) enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of the director’s fiduciary duty, except (i) for any
breach of the director’s duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper
personal benefit.
The
DGCL,
at Section 145, provides, in pertinent part, that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving
another corporation, partnership, joint venture, trust or other enterprise,
at
the request of the corporation, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to
the best interest of the corporation and, with respect to any criminal action
or
proceeding, had no reasonable cause to believe his conduct was unlawful. Lack
of
good faith, or lack of a reasonable belief that one’s actions are in or not
opposed to the best interest of the corporation, or with respect to any criminal
action or proceeding, lack of reasonable cause to believe one’s conduct was
unlawful is not presumed from the termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or nolo contendere plea or its
equivalent. In addition, the indemnification of expenses (including attorneys’
fees) is allowed in derivative actions, except no indemnification is allowed
in
respect of any claim, issue or matter as to which any such person has been
adjudged to be liable to the corporation, unless and only to the extent the
Court of Chancery or the court in which such action or suit was brought decides
that indemnification is proper. To the extent that any such person succeeds
on
the merits or otherwise in defense of any of the above described actions or
proceedings, he shall be indemnified against expenses (including attorneys’
fees). The determination that the person to be indemnified met the applicable
standard of conduct, if not made by a court, is made by the Board of Directors
of the corporation by a majority vote of a quorum consisting of directors not
party to such an action, suit or proceeding or, if a quorum is not obtainable
or
a disinterested quorum so directs, by independent legal counsel in a written
opinion or by the stockholders. Expenses may be paid in advance upon the receipt
of undertakings to repay. A corporation may purchase indemnity insurance.
The
Certificate of Incorporation of the Registrant provides at Article NINTH
that no director of the Registrant shall be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent allowed by Delaware law. The Registrant’s Bylaws at Article VII
provide that the Registrant shall indemnify all allowed persons for liabilities
and expenses to the fullest extent allowed by Delaware law.
The
Registrant maintains officers’ and directors’ liability insurance, as permitted
by Article VII of the Registrant’s Bylaws, which insures against
liabilities that officers and directors of the Registrant and its subsidiaries
may incur in such capacities.
Item
7.
Exemption from Registration Claimed.
Not
applicable.
Item
8.
Exhibits.
Exhibit
Number
Description
5.1
Opinion
of counsel as to validity of the shares of Class A Common Stock covered by
this
Registration Statement.
23.1
Consent
of Deloitte & Touche LLP.
23.2 Consent
of counsel (included in Exhibit 5.1 above).
24.1 Power
of
Attorney (contained in Signature Page hereto).
Item
9.
Undertakings.
(a) The
undersigned Registrant hereby undertakes:
| (1) |
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
|
| (i) |
To
include any prospectus required by of
the Securities Act of 1933;
|
| (ii) |
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
if,
in the aggregate, the changes in volume and price represent no more
than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
|
| (iii) |
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
| |
provided,
however,
that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if
the registration statement is on Form S-8, and the information required
to
be included in a post-effective amendment by those paragraphs is
contained
in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
|
| (2) |
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona
fide
offering thereof.
|
| (3) |
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
|
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is
incorporated by reference in the registration statement shall be deemed to
be a
new registration statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
New
York, state of New York, on this 12th day of May, 2006.
SCIENTIFIC
GAMES CORPORATION
By:
/s/ A.
Lorne Weil
Name: A.
Lorne
Weil
Title:
Chairman of the Board and Chief Executive Officer
POWER
OF
ATTORNEY AND SIGNATURES
We,
the
undersigned officers and directors of Scientific Games Corporation, hereby
severally constitute and appoint A. Lorne Weil, Martin E. Schloss and DeWayne
E.
Laird, and each of them singly, our true and lawful attorneys-in-fact, with
full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments
to
this registration statement and any other registration statement (and any
amendment thereto) filed with the Securities and Exchange Commission with
respect to the plan listed on the face of this registration statement and
generally do all things in our names and on our behalf in such capacities to
enable Scientific Games Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities
and
Exchange Commission.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons on May 12, 2006 in the capacities
indicated.
|
Signature
|
Title(s)
|
|
/s/ A.
Lorne
Weil
A.
Lorne Weil
|
Chairman
of the Board and Chief Executive Officer, and Director (principal
executive officer)
|
| |
|
|
/s/
DeWayne
E.
Laird
DeWayne
E. Laird
|
Vice
President, Chief Financial Officer (principal financial
officer)
|
| |
|
|
/s/
Stephen
L.
Gibbs
Stephen
L. Gibbs
|
Vice
President, Chief Accounting Officer (principal accounting
officer)
|
| |
|
|
/s/
Peter
A.
Cohen
Peter
A. Cohen
|
Director
|
| |
|
|
/s/
Gerald
J.
Ford
Gerald
J. Ford
|
Director
|
| |
|
| /s/ Howard
Gittis
|
|
| Howard
Gittis |
Director |
| |
|
|
/s/
Ronald O.
Perelman
Ronald
O. Perelman
|
Director
|
| |
|
|
/s/
Michael J.
Regan
Michael
J. Regan
|
Director
|
| |
|
|
/s/
Barry
F.
Schwartz
Barry
F. Schwartz
|
Director
|
|
/s/
Eric
M.
Turner
Eric
M. Turner
|
Director
|
| |
|
|
/s/
Sir
Brian G.
Wolfson
Sir
Brian G. Wolfson
|
Director
|
| |
|
|
/s/
Joseph
R. Wright,
Jr.
Joseph
R. Wright, Jr.
|
Director
|
EXHIBIT
INDEX
Exhibit
Number
Description
| |
5.1
|
Opinion
of counsel as to validity of the shares of Class A Common Stock
covered by this Registration
Statement.
|
| |
23.1
|
Consent
of Deloitte & Touche LLP.
|
| |
23.2
|
Consent
of counsel (included in Exhibit 5
above).
|
| |
24.1
|
Power
of Attorney (contained in Signature Page
hereto).
|