WMS Industries (WMS)

(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):

(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):

On November 9, 2009, the Corporation received notice of and accepted Phyllis Redstone’s exercise of her right to terminate that certain amended voting proxy agreement (the “Agreement”), dated November 8, 2002, as amended October 18, 2006, pursuant to which Ms. Redstone had granted a voting proxy to Mr. Brian R. Gamache, the Corporation’s Chairman and Chief Executive Officer. The term of the Agreement would have extended until November 7, 2012, if not earlier terminated. The effective date of the termination of the Agreement is October 15, 2009. Ms. Redstone also confirmed that as of October 15, 2009 she held 75,000 shares of the Corporation.

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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 (see General Instruction A.2. below):

On October 26, 2009, WMS Industries Inc. (the “Corporation”) issued a press release relating to its results for the quarter ended September 30, 2009. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Shortly after the issuance of the October 26, 2009 press release, the Corporation held a conference call with investors, analysts and others further discussing first fiscal quarter financial results and financial guidance, including a question and answer period. A transcript of that conference call is being furnished with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

This information furnished under “Item 2.02. Results of Operations and Financial Condition”, including the exhibits related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Corporation, except as shall be expressly set forth by specific reference in such document.

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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 (see General Instruction A.2. below):

On October 2, 2009, WMS Industries Inc. (the “Company”) issued approximately 1.9 million shares of its common stock, $.50 par value per shares, upon conversion to common stock of $25.7 million principal amount of its 2.75% Convertible Subordinated Notes Due 2010 (the “Notes”). These newly issued shares, as with all of the approximately 8.7 million shares related to the Notes, previously have been included in the Company’s fully diluted share count since fiscal 2005. Pursuant to this separate agreement entered into between the Company and a holder of the Notes, the Company agreed to pay the holder an individually negotiated amount of cash as an inducement to convert its Notes immediately. In connection with the conversion of the $25.7 million principal amount of the Notes, the Company paid the holder an aggregate of approximately $0.4 million of cash consisting of approximately $0.2 million of interest earned through October 2, 2009, and approximately $0.2 million as an inducement to convert the Notes, which amount is less than the discounted present value of the remaining approximately $0.6 million of interest that would be earned on the Notes through maturity in July 2010. The Company expects the impact of this transaction to result in a charge in its quarter ending December 31, 2009, consisting of the $0.2 million inducement payment coupled with a non-cash charge of approximately $0.1 million to write-off the remaining proportional deferred financing costs related to the Notes. As a result of the conversion of the Notes into common stock, the Company will reduce its long-term debt by $25.7 million and increase common stock and additional-paid-in capital by an aggregate of $25.7 million.

Together with the $79.4 million principal amount of Notes converted on September 28, 2009, approximately $105.1 million or 90% of the outstanding Notes have now been converted. The Company expects the impact of the conversion of the $105.1 million of Notes to common stock to result in an aggregate charge of $1.4 million in fiscal 2010, consisting of the $0.9 million inducement payment coupled with a non-cash charge of approximately $0.5 million to write-off the remaining proportional deferred financing costs related to the Notes. The total charge in fiscal 2010 will be more than offset by savings from reduced interest payments through the remaining term of the Notes, resulting in a favorable net benefit to fiscal 2010 net income of approximately $0.5 million. Combined with the September 28, 2009 conversion of Notes, the Company will reduce its long-term debt by $105.1 million and increase common stock and additional-paid-in capital by an aggregate of $105.1 million.

Following the conversion of these Notes into common stock, as of October 2, 2009, the number of shares of the Company’s common stock outstanding increased to approximately 58.7 million.

The issuance of the shares of common stock upon conversion of the Notes is exempt from registration under the Securities Act of 1933, as amended, by reason of Section 3(a)(9) thereof.

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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 (see General Instruction A.2. below):

On September 25, 2009, WMS Industries Inc. (the “Corporation”) entered into an unsecured $150 million Amended and Restated Credit Agreement, dated as of that date, with JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities Inc., as Joint Bookrunner and Joint Lead Arranger, Banc of America Securities LLC, as Joint Bookrunner and Joint Lead Arranger, Bank of America, N.A., as Syndication Agent and Keybank National Association, as Documentation Agent (the “Credit Agreement”). The maturity date is September 30, 2012.

The Credit Agreement provides for a $150 million revolving credit facility with the ability to expand the facility to $200 million from the existing lenders willing to increase their commitments or from additional lenders with the consent of JPMorgan Chase Bank, N.A. and Bank of America, N.A. Up to $25,000,000 is available under the Credit Agreement for the issuance of letters of credit and up to $10,000,000 is available for same-day borrowings from JPMorgan Chase Bank, N.A., in its capacity as the swingline lender.

The Credit Agreement provides for interest rates and facilities fees to be based on a credit grid calculated by reference to the Corporation’s consolidated indebtedness to EBITDA ratio (as defined in the Credit Agreement). The interest rate for eurodollar loans is the adjusted LIBO rate plus 2.00% to 2.75%. The interest rate for base rate loans is (i) the greater of (a) the prime rate, (b) federal funds rate plus  ¹/2 %, or (c) the adjusted LIBO rate plus 1% (all as defined in the Credit Agreement), plus (ii) 1.00% up to 1.75%. The Corporation will pay commitment fees of .25% up to .50% of unborrowed commitments. With respect to letters of credit, the Corporation will pay (i) participation fees, (ii) fronting fees of .25% on undrawn amounts, and (iii) any applicable standard fees to the issuing lender.

The Corporation’s obligations under the Credit Agreement are guaranteed by the following U.S. subsidiaries of the Corporation: WMS Gaming Inc., Williams Electronics Games, Inc., WMS Finance Inc. and WMS International Holdings Inc.

The Credit Agreement requires the Corporation to maintain the following financial covenants (1) the Corporation’s consolidated EBIT to interest expense ratio (as defined in the Credit Agreement) as of the end of each of its fiscal quarters for the four fiscal quarter period ended on such date to be less than 2.50 to 1.0 and (2) the Corporation’s consolidated indebtedness to EBITDA ratio (as defined in the Credit Agreement) as of the end of each of its fiscal quarters for the four fiscal quarter period ended on such date to be greater than (A) with respect to any fiscal quarter ending on or before December 31, 2010, 3.25 to 1.0, and (B) with respect to any fiscal quarter thereafter, 3.00 to 1.00.

The Credit Agreement also contains covenants that, subject to specified exceptions, restrict the Corporation’s and its subsidiaries’ ability to, among other things, incur additional debt, guaranty debt or enter into swap agreements; incur liens; change the nature of its business; merge with or acquire other companies, liquidate or dissolve; and sell, transfer, lease or dispose of all or substantially all of its assets. Additionally, the Credit Agreement limits the Corporation from making certain advances, restricted payments and investments outside of its current investment policies except as expressly permitted thereunder.

Upon the occurrence of an event of default (and the expiration of any applicable grace or cure periods), under the Credit Agreement, the lenders may cease making loans, terminate the Credit Agreement, and declare all amounts outstanding to be immediately due and payable. As defined in the Credit Agreement, events of default include, among other things, the failure to make timely principal and interest payments or to satisfy the loan covenants, including the financial covenants described above, insolvency, bankruptcy and any revocation of a material gaming license. A change of control (as defined in the Credit Agreement) of the Corporation would be an event of default under the Credit Agreement.

The Credit Agreement amends and restates the unsecured $100 million credit agreement, dated as of May 1, 2006, with JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger, LaSalle Bank National Association, as Syndication Agent and Bank of America, N.A., as Documentation Agent. The Corporation has no immediate plans to make any borrowings under the Credit Agreement.

The entire text of the Credit Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The disclosure required by this item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

(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):

On September 28, 2009, WMS Industries Inc. (the “Company”) issued approximately 6.0 million shares of its common stock, $.50 par value per share, upon conversion to common stock of $79.4 million principal amount of its 2.75% Convertible Subordinated Notes Due 2010 (the “Notes”), or approximately 70% of the outstanding Notes. The newly issued shares, as with all of the shares related to Notes, previously have been included in the Company’s fully diluted share count since fiscal 2005. Pursuant to three separate agreements entered into between the Company and each holder of the converted Notes, the Company agreed to pay each holder an individually negotiated amount of cash as an inducement for each holder to convert its Notes immediately. In connection with the conversion of the $79.4 million principal amount of the Notes, the Company paid the holders an aggregate of $1.1 million of cash consisting of $0.4 million of interest earned through September 28, 2009, and $0.7 million as the inducement to convert the Notes, which amount is less than the discounted present value of the remaining approximately $1.7 million of interest that would be earned on the Notes through maturity in July 2010. The Company expects the impact of these transactions to result in a charge of $0.02 per diluted share in its quarter ended September 30, 2009, consisting of the $0.7 million inducement payment coupled with a non-cash charge of approximately $0.4 million to write-off the remaining proportional deferred financing costs related to the Notes. The charge in the September 2009 quarter will be offset by savings from reduced interest payments through the remaining term of the Notes, resulting in a favorable net benefit to fiscal 2010 net income of approximately $0.4 million. As a result of the conversion of the Notes into common stock, the Company will reduce its long-term debt by $79.4 million and increase common stock and additional-paid-in capital by an aggregate of $79.4 million.

The issuance of the shares of common stock upon conversion of the Notes is exempt from registration under the Securities Act of 1933, as amended, by reason of Section 3(a)(9) thereof.

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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 (see General Instruction A.2. below):

On August 3, 2009, WMS Industries (the “Corporation”) issued a press release relating to its results for the quarter and fiscal year ended June 30, 2009. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Shortly after the issuance of the August 3, 2009 press release, the Corporation held a conference call with investors, analysts and others further discussing fourth fiscal quarter and fiscal year financial results and financial guidance, including a question and answer period. A transcript of that conference call is being furnished with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

This information furnished under “Item 2.02. Results of Operations and Financial Condition”, including the exhibits related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

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Additionally, on August 3, 2009, the Corporation announced that its Board of Directors had authorized the repurchase of more than an additional $75 million of the Company’s common stock. This authorization, which remains in effect through August 3, 2011, expands and extends the $150 million authorization under which approximately $74.5 million remains available, making a total of approximately $150 million available. Pursuant to the authorization, the Company may make purchases from time to time in the open market through block purchases or in privately negotiated transactions. A copy of the press release is furnished with this Current Report as Exhibit 99.1.

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