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Scientific Games 10-K 2008 Documents found in this filing:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2007
Or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-13063
SCIENTIFIC GAMES CORPORATION (Exact name of registrant as specified in its charter)
750 Lexington Avenue, 25th Floor New York, New York 10022 (Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 754-2233
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Act.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of June 30, 2007 the market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $2,274,629,545(1).
Common shares outstanding as of February 26, 2008 were 93,487,989.
DOCUMENTS INCORPORATED BY REFERENCE
The following document is incorporated herein by reference:
(1) For this purpose only, “non-affiliates” excludes directors and executive officers.
Explanatory Note
Unless the context indicates otherwise, all references to the words “Scientific Games,” “we,” “our,” “ours,” “us” and the “Company” refer to Scientific Games Corporation and its consolidated subsidiaries.
On February 29, 2008, we filed with the Securities and Exchange Commission (the “SEC”) our Annual Report on Form 10-K for the year ended December 31, 2007 (the “Annual Report”). This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of Scientific Games is being filed to amend Item 15 to include the separate financial statements of Consorzio Lotterie Nazionali as required under Rule 3-09 of Regulation S-X. These financial statements are attached as Exhibit 99.2 to this Amendment No. 1. Additionally, in connection with the filing of this Amendment No. 1 and pursuant to SEC rules, we are including currently dated certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 15 is set forth in its entirety in the pages attached hereto.
The Company has not updated the information in this Amendment No. 1 to speak as of a date after the filing of the Company’s Annual Report, and this Amendment No. 1 does not amend or update the information in such Annual Report in any way other than to give effect to the items described above, to the extent specified.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) and (2). Financial Statements and Financial Statement Schedules
The following consolidated financial statements and schedules are included in Item 8 of the Company’s Annual Report on Form 10-K filed on February 29, 2008:
Consolidated Balance Sheets as of December 31, 2007 and 2006
Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2007, 2006 and 2005
Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005
Notes to Consolidated and Combined Financial Statements
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.
(a)3. Exhibits.
The following is a list of exhibits:
3
4
5
6
* Management contracts and compensation plans and arrangements.
(†) Previously filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with the Securities and Exchange Commission on February 29, 2008.
(††) Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on May 21, 2008.
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EXHIBIT INDEX
9
10
11
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