Form 8-K Current Report
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) January 21, 2006
0-13063
(Commission
File Number)
______________________________
SCIENTIFIC
GAMES CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
81-0422894
|
|
(State
of Incorporation)
|
(IRS
Employer Identification
Number)
|
750
Lexington Avenue, New York, New York 10022
(Address
of registrant’s principal executive office)
(212)
754-2233
(Registrant’s
telephone number)
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:
[
]
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))
Section
8 - Other Events
Item
8.01. Other Events.
Scientific
Games Corporation (the “Company”) entered into a nonbinding letter of intent,
dated January 21, 2006, to purchase The Global Draw, Ltd. and certain related
companies (collectively, “Global Draw”). In the United Kingdom, Global Draw is a
supplier of fixed odds betting terminals and systems, and interactive sports
betting systems. The group supplies its products and services on the basis
of
profit participation to customers who are licensed bookmaking operators in
the
U.K. The group also operates terminals and betting systems in Austria and other
parts of Europe, and recently established an internet sports betting operation
called Omnibet.
The
nonbinding letter of intent specifies an upfront purchase price of approximately
$183 million, plus an earn-out which would be paid to the selling shareholder
and existing management team depending on the future financial performance
of
the business. The proposed acquisition is expected to close within the first
quarter of 2006. In fiscal 2004, the most recent period for which audited
financial statements are available, Global Draw’s U.K. gaming and betting
machine operations reported revenues of £32 million. The Company expects to
finance the potential acquisition through a combination of borrowings under
its
existing revolving credit facility and new debt.
The
potential transaction is subject to the preparation, negotiation, execution
and
delivery of a binding definitive agreement, and other conditions. The precise
structure of the potential transaction is subject to ongoing
consideration.
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 |
|
|
|
| Date: January
25, 2006 |
By: |
/s/ Martin
E.
Schloss |
| |
Martin
E. Schloss |
| |
Title: Vice
President, General Counsel and Secretary |