kl06064.htm
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-124107
PROSPECTUS
SUPPLEMENT NO. 14
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 June 19, 2007.
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 June 19, 2007, 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.
|
|
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***
|
|
|
|
|
|
|
|
Any
other holder of Debentures or future transferees, pledgees, donees
or
successors of any holder ****
|
|
|
|
|
|
2
(1) Chris
Dialynas exercises investment and voting control on behalf of PBGC Maintenance
with respect to the security listed on the table.
*
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 92,536,365 outstanding shares of Scientific Games as of May 7, 2007,
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