--------------------------------------------------------------------------------
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):
December 2, 2004
----------------------------------------
SCIENTIFIC GAMES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-13063 81-0422894
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
750 Lexington Avenue
New York, New York 10022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 754-2233
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 Instruction A.2. below):
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))
--------------------------------------------------------------------------------
Item 8.01 Other Events
Scientific Games Corporation (the "Company") issued a press release dated
December 2, 2004, announcing the pricing of its offering of $250.0 million
aggregate principal amount of 0.75% convertible senior subordinated debentures
due 2024 in a private offering to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended. The sale of the
debentures is expected to close on or about December 23, 2004. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The information contained in this report is neither an offer to sell nor a
solicitation of an offer to buy any of the convertible senior subordinated
debentures. The convertible senior subordinated debentures to be offered will
not be registered under the Securities Act of 1933, as amended, or applicable
state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press Release of Scientific Games Corporation, dated
December 2, 2004.
2
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/ Martin E. Schloss
-----------------------------------------
Name: Martin E. Schloss
Title: Vice President and General Counsel
Date: December 2, 2004
3
Exhibit Index
Exhibit No. Description
----------- -----------
99.1 Press Release of Scientific Games Corporation, dated December
2, 2004.
4