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): June 16, 2020


SCIENTIFIC GAMES CORPORATION
(Exact Name of Registrant as Specified in its Charter)


Nevada
 
001-11693
 
81-0422894
(State or Other Jurisdiction
 
(Commission File Number)
 
(IRS Employer
of Incorporation)
     
Identification No.)

6601 Bermuda Road, Las Vegas, NV 89119
(Address of principal executive offices)
(702) 897-7150
(Registrant’s telephone number, including area code)


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))
   
Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $.001 par value
SGMS
The NASDAQ Stock Market
Preferred Stock Purchase Rights
SGMS
The NASDAQ Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

               Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐




ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The information included under Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

ITEM 3.03 - MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

On June 16, 2020, Scientific Games Corporation (the “Company”) entered into the Amendment (the “Amendment”) to its Amended and Restated Rights Agreement, dated as of January 10, 2018, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agreement”), to extend the term of the Rights Agreement to June 19, 2023 (subject to earlier expiration as described in the Rights Agreement).

The Board of Directors of the Company (the “Board”) had previously adopted the Rights Agreement in an effort to protect stockholder value by strengthening the Company’s ability to secure and maintain the Company’s good standing with respect to its licenses, contracts, franchises and other regulatory approvals related to the operation of gaming and related businesses now or hereafter engaged in by the Company or any of its affiliates, which licenses, contracts, franchises or other approvals are conditioned upon some or all of the holders of the Company’s securities possessing certain prescribed qualifications.

The Board will submit the extension of the Rights Agreement pursuant to the Amendment to a vote by the Company’s stockholders at the Company’s 2021 annual stockholders’ meeting.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on January 10, 2018, and the Amendment, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.


ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.
 
Description
4.1

     
104
 
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.


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.

 
SCIENTIFIC GAMES CORPORATION
 
       
       
 
By:
/s/ Michael C. Eklund
 
   
Name:
Michael C. Eklund
 
   
Title:
Executive Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary
 
       


Date: June 19, 2020


Exhibit 4.1

AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT

This Amendment, dated as of June 16, 2020 (this “Amendment”), to the Amended and Restated Rights Agreement, dated as of January 10, 2018, between SCIENTIFIC GAMES CORPORATION, a Nevada corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Rights Agent”) (the “A&R Rights Agreement”), is made between the Company and the Rights Agent.  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the A&R Rights Agreement.

WHEREAS, the Company desires to amend the A&R Rights Agreement to extend the Final Expiration Date of the A&R Rights Agreement; and

WHEREAS, in compliance with the terms of Section 27 of the A&R Rights Agreement, (i) an appropriate officer of the Company has delivered a certificate to the Rights Agent which states that this Amendment is in compliance with the terms of Section 27 of the A&R Rights Agreement and (ii) the Company has instructed the Rights Agent to execute this Amendment.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:


1.
Clause (i) of Section 7(a) of the A&R Rights Agreement is hereby amended and restated to read in its entirety as follows:

“(i) the Close of Business on June 19, 2023 (the “Final Expiration Date”),”


2.
Exhibits B and C to the A&R Rights Agreement are deemed amended in a manner consistent with this Amendment such that the references therein to “June 19, 2020” are hereby replaced with “June 19, 2023”.


3.
This Amendment shall be deemed effective as of June 16, 2020. Except as amended hereby, the A&R Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.


4.
This Amendment shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.


5.
This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

 
SCIENTIFIC GAMES CORPORATION
 
       
 
By:
/s/ Michael C. Eklund  
   
Name:
Michael C. Eklund
 
   
Title:
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
 

 
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,
as Rights Agent
 
       
 
By:
/s/ Paula Caroppoli  
   
Name:
Paula Caroppoli
 
   
Title:
Senior Vice President, Director, Relationship Management  



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