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) April 4, 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
(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))
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported on a Current Report on Form 8-K filed on June 20,
2002, Scientific Games Chile Limitada (the "Company"), a Chilean corporation
wholly owned by Scientific Games Corporation, acquired 65% of the equity of
Serigrafica Chilena S.A. ("SERCHI") in June 2002 from Inversiones Y Asesorias
Iculpe Limitada and Epicentro, S.A. (collectively, the "Sellers"). Subsequent to
the acquisition, the Company changed SERCHI's name to Scientific Games Latino
America S.A. ("SGLA"). On January 16, 2004, the Company notified the Sellers
that it intended to purchase their minority interest pursuant to the SGLA
shareholders' agreement. On April 4, 2005, the Company and the Sellers executed
a Share Purchase and Sale Agreement (the "Purchase Agreement") pursuant to which
the Company acquired the balance of the SGLA equity from the Sellers for a
purchase price of $19,571,900. In connection with the closing under the Purchase
Agreement, the Company paid an additional $4,517,000 to the Sellers, consisting
of the balance of the purchase price for the 2002 acquisition, repayment of a
prior loan to SERCHI from the Sellers and dividends. A copy of the Purchase
Agreement is attached as Exhibit 10.1 hereto and incorporated by reference
herein.
The filing of this Current Report on Form 8-K does not necessarily
represent a determination by Scientific Games Corporation that the Purchase
Agreement constitutes a "material definitive agreement" within the meaning of
paragraph (b) of Item 1.01 of Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
----------- -----------
10.1 Share Purchase and Sale Agreement by and among Scientific
Games Chile Limitada, Epicentro S.A. and Inversiones Y
Asesorias Iculpe Limitada, dated April 4, 2005.
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
---------------------
Name: Martin E. Schloss
Title: Vice President and General
Counsel
Date: April 8, 2005
Exhibit Index
-------------
Exhibit No. Description
----------- -----------
10.1 Share Purchase and Sale Agreement by and among Scientific
Games Chile Limitada, Epicentro S.A. and Inversiones Y
Asesorias Iculpe Limitada, dated April 4, 2005.