424B3 Prospectus Supplement No.12
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-124107
PROSPECTUS
SUPPLEMENT NO. 12
TO
PROSPECTUS DATED JULY 21, 2005
SCIENTIFIC
GAMES CORPORATION
$275,000,000
Principal Amount of
0.75%
Convertible Senior Subordinated Debentures Due 2024
and
9,450,183 Shares of Common Stock Issuable Upon Conversion of the
Debentures
___________________
This
prospectus supplement relates to the resale by the selling securityholders
(including their transferees, pledgees or donees or their successors) of up
to
$275 million aggregate principal amount of 0.75% Convertible Senior Subordinated
Debentures due 2024 issued by Scientific Games Corporation and the shares of
common stock issuable upon conversion of the debentures.
This
prospectus supplement should be read in conjunction with the prospectus dated
July 21, 2005, which is to be delivered with this prospectus supplement, and
this prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement supersedes
the
information contained in the prospectus. This prospectus supplement is not
complete without, and may not be delivered or utilized except in connection
with, the prospectus, including any amendments or supplements to
it.
Investing
in
the Securities involves risks that are described in the“RISK
FACTORS”
section beginning on page 16 of the prospectus and in the “RISK FACTORS”
discussed in Item 1A. to Part I of Scientific Games Corporation’s most recently
filed Annual Report on Form 10-K and in Item 1A. to Part II of any subsequently
filed Quarterly Report on Form 10-Q.
___________________
Neither
the Securities and Exchange Commission, any state securities commission nor
any
other regulatory body has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
___________________
The
date
of this prospectus supplement is October 13, 2006.
1. Selling
Securityholders
The
information in the table appearing under the heading “Selling Securityholders”
beginning on page 76 of the prospectus is amended by adding the information
below with respect to persons not previously listed in the prospectus, and
by
superseding the information with respect to persons listed in the prospectus
that are listed below.
The
following table sets forth certain information as of October 13, 2006, except
where otherwise noted, concerning the principal amount of debentures
beneficially owned by each selling securityholder and the number of shares
of
common stock that may be offered from time to time by each selling
securityholder under this prospectus. The information is based on information
provided by or on behalf of the selling securityholders. The number of shares
of
common stock issuable upon conversion of the debentures shown in the table
below
assumes conversion of the full amount of debentures held by each holder at
an
initial conversion price of $29.10 per share. This conversion price is subject
to adjustments in certain circumstances. Because the selling securityholders
may
offer all or some portion of the debentures or the common stock issuable upon
conversion of the debentures, we have assumed for purposes of the table below
that the named selling securityholders will sell all of the debentures or
convert all of the debentures and sell all of the common stock issuable upon
conversion of the debentures offered by this prospectus. In addition, the
selling securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their debentures since the date on which they
provided the information regarding their debentures in transactions exempt
from
the registration requirements of the Securities Act. Information about the
selling securityholders may change over time. Any changed information given
to
us by the selling securityholders will be set forth in prospectus supplements
if
and when necessary. Because the selling securityholders may offer all or some
of
their debentures or the underlying common stock from time to time, we cannot
estimate the amount of debentures or underlying common stock that will be held
by the selling securityholders upon the termination of any particular offering.
See “Plan of Distribution” for further information.
|
Name
|
Aggregate
Principal
Amount
of
Debentures
Beneficially
Owned
and
Offered
|
Percentage
of Debentures
Outstanding**
|
Shares
of
Common
Stock
Issuable
Upon
Conversion
of
the
Debentures***
|
Other
Shares
of
Common
Stock
Beneficially
Owned
Before
the
Offering
and
Assumed
to
be Owned
Following
the
Offering
|
Percentage
of Common Stock
Outstanding****
|
|
Lehman
Brothers Inc.
(1)
|
$200,000
|
-
|
6,873
|
-
|
-
|
|
Any
other holder of Debentures or future transferees, pledgees, donees
or
successors of any holder *****
|
$
3,562,000
|
1.3%
|
122,405
|
-
|
-
|
2
(1)
Lehman Brothers Inc. is a wholly-owned subsidiary of Lehman Brothers Holdings
Inc. and is a registered broker-dealer under the Securities Exchange Act of
1934.
*
As
indicated in the footnote above, the selling securityholder is a registered
broker-dealer. The selling securityholder has represented that it acquired
its
securities in the ordinary course of business and, at the time of the
acquisition of the securities, had no agreements or understandings, directly
or
indirectly, with any person to distribute the securities. To the extent that
we
become aware that the selling securityholder did not acquire its securities
in
the ordinary course of business or did have such an agreement or understanding,
we will file a post-effective amendment to the registration statement of which
this prospectus is a part to designate such person as an "underwriter" within
the meaning of the Securities Act of 1933.
**
Unless
otherwise noted, none of these selling securityholders would beneficially own
1%
or more of the outstanding Debentures.
***
Assumes conversion of all of the holder's Debentures at our initial conversion
rate of approximately 34.3643 shares of common stock per 1,000 principal
amount of the Debentures. This conversion rate is subject to adjustment as
described under "Description of Debentures—Conversion." As a result, the
number of shares of common stock issuable upon conversion of the Debentures
may
change in the future. Excludes shares of common stock that may be issued by
us upon the repurchase of the Debentures and fractional shares. Holders
will receive a cash adjustment for any fractional share amount resulting
from conversion of the Debentures, as described under "Description of
Debentures—Conversion."
****
Based on the 91,306,716 outstanding shares of Scientific Games as of August
7,
2006, none of these selling securityholders would beneficially own 1% or
more of the outstanding shares following the sale of securities in the
offering.
*****
Assumes that any other holders of Debentures, or any future transferees,
pledgees, donees or successors of or from any such other holders of Debentures,
do not beneficially own any common stock other than the common stock issuable
upon conversion of the Debentures at the initial conversion rate.
3