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): September 21, 2004
------------------
WMS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8300 36-2814522
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
800 SOUTH NORTHPOINT BLVD., WAUKEGAN, ILLINOIS 60085
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 785-3000
--------------
--------------------------------------------------------------------------------
(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 (see General Instruction A.2. below):
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 21, 2004, WMS Industries Inc. (the "Company") entered into an
amended Revolving Note payable to LaSalle Bank National Association (the "Bank")
with a final maturity date of May 21, 2005 (the "Note"). The Note amends and
replaces the Company's existing Revolving Note with a final maturity date of May
21, 2005 to provide the Company with increased flexibility to undertake certain
transactions within the covenants and representations contained within the Note.
There are currently no borrowings outstanding under the Note. The Note evidences
a $50 million dollar ($50,000,000) revolving credit facility with an interest
rate of, at the Company's election, the Bank's prime rate or the interest rate
offered generally to the Bank in the London Interbank Eurodollar market plus
1.25% to 1.75% depending on the Company's EBITDA and the amount of its Senior
Debt (as such terms are defined in the Note) at the time of borrowing. The Note
also makes available to the Company letters of credit. The Note contains
covenants limiting indebtedness and acquisitions, and requiring maintenance of
tangible net worth values and financial ratios.
The foregoing is a summary and is qualified in its entirety by reference to the
full text of the Note, which is attached hereto as Exhibit 10.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
EXHIBITS DESCRIPTION
-------- -----------
10.1 Revolving Note, dated September 21, 2004, made by WMS
Industries Inc. to LaSalle Bank National Association.
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 hereunto duly authorized.
WMS INDUSTRIES INC.
Date: September 24, 2004
/s/ Kathleen McJohn
-----------------------------------
Kathleen McJohn
Vice President, General Counsel and
Secretary
EXHIBIT INDEX
EXHIBITS DESCRIPTION
------- -----------
10.1 Revolving Note, dated September 21, 2004, made by WMS Industries
Inc. to LaSalle Bank National Association.