UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) November 6, 2003
0-13063
(Commission File Number)
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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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 6, 2003, the Company acquired IGT OnLine Entertainment
Systems, Inc. ("OES") from International Game Technology. The purchase price was
$143 million in cash, subject to closing adjustments. OES operates on-line
lottery systems in seven states and the Caribbean, and supports systems sold to
customers in Korea, Norway, Switzerland and Shanghai. The acquisition also
included OES's Advanced Gaming System (AGS) video system contracts in six
jurisdictions throughout the world, certain intellectual property and an
exclusive license to specific IGT slot brands for both instant and on-line
games.
In connection with the acquisition of OES, Scientific Games amended
and restated the credit agreement governing the Company's senior credit
facility to, among other things, increase the revolving credit facility by
$25.0 million to $75.0 million and provide for a $462.8 million Term C Loan,
of which $287.8 million was used to repay in full the existing Term B Loan,
$143.0 million was used to pay the purchase price for OES, and the balance is
available for general corporate purposes.
Upon consummation of the acquisition, the Company changed the name of OES
to Scientific Games Online Entertainment Systems, Inc.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
It is impracticable to provide the required financial statements of
OES at this time. The required financial statements, if any, will be filed
under cover of Form 8-K/A within 60 days of the date this Form 8-K was
required to be filed.
(b) Pro Forma Financial Information
It is impracticable to provide the required pro forma financial
information at this time. The required pro forma financial information, if
any, will be filed under cover of Form 8-K/A within 60 days of the date
this Form 8-K was required to be filed.
(c) Exhibits
Exhibit
Number Description
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2.1 Stock Purchase Agreement, dated as of September 11, 2003, among
Powerhouse Technologies, Inc., IGT OnLine Entertainment Systems,
Inc. and the Company (the "Stock Purchase Agreement").
2.2 List of Omitted Schedules to the Stock Purchase Agreement.
10.1 Amended and Restated Credit Agreement, dated as of November 6,
2003, among the Company, the several banks and other financial
institutions or entities from time to time parties thereto,
Bear, Stearns & Co. Inc., as sole lead arranger and sole
bookrunner, Deutsche Bank Securities Inc. and Credit Suisse
First Boston, as co-arrangers and co-documentation agents, Bear
Stearns Corporate Lending Inc., as syndication agent, and The Bank
of New York, as administrative agent.
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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
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Martin E. Schloss
Vice President and General Counsel
Date: November 13, 2003
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Index to Exhibits
Exhibit
Number Description
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2.1 Stock Purchase Agreement, dated as of September 11, 2003, among
Powerhouse Technologies, Inc., IGT OnLine Entertainment Systems,
Inc. and the Company (the "Stock Purchase Agreement").
2.2 List of Omitted Schedules to the Stock Purchase Agreement.
10.1 Amended and Restated Credit Agreement, dated as of November 6, 2003,
among the Company, the several banks and other financial
institutions or entities from time to time parties thereto,
Bear, Stearns & Co. Inc., as sole lead arranger and sole
bookrunner, Deutsche Bank Securities Inc. and Credit Suisse First
Boston, as co-arrangers and co-documentation agents, Bear Stearns
Corporate Lending Inc., as syndication agent, and The Bank of New
York, as administrative agent.
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