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): July 29, 2005
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
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(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))
Table of Contents
Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
Item 8.01. Other Events.
Certain information included in the Registrant's Registration Statement on
Form S-3, as amended, Registration No. 333-124107, and Registration Statement on
Form S-4, as amended, Registration No. 333-124106 (each a "Registration
Statement" and collectively the "Registration Statements"), under the caption
"Risk Factors--Risk Factors Relating to Our Business" is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. The fifth paragraph of the
seventh risk factor in the attached Exhibit 99.1 is included only in the
Registration Statement on Form S-3.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Certain information included under the caption "Risk Factors
Relating to Our Business" in the Registration Statements.
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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Name: Martin E. Schloss
Title: Vice President, General Counsel and
Secretary
Date: July 29, 2005
Exhibit Index
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Exhibit No. Description
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99.1 Certain information included under the caption "Risk Factors
Relating to Our Business" in the Registration Statements.