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): May 7, 2003
-----------
WMS INDUSTRIES INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-8300 36-2814522
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
800 SOUTH NORTHPOINT BLVD., WAUKEGAN, ILLINOIS 60085
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 785-3000
--------------
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
WMS Industries Inc. (the "Company") has purchased from Louis J.
Nicastro, Chairman of its Board of Directors, the rights to the 250,000 shares
of restricted stock granted to Mr. Nicastro on March 1, 2002 (the "Restricted
Shares") for a purchase price of $3,500,000 or $14.00 per share. This share
price reflects a discount of $0.50 per share from the closing market price on
May 6, 2003.
Under the terms of the grant, the Restricted Shares would have
vested on June 30, 2003 if the Board determined that certain specified
performance conditions relating to the Company's technology improvement plan
were satisfied. On May 7, 2003, the Board of Directors (the "Board"), determined
that the performance conditions for the vesting of the Restricted Shares had
been satisfied. Specifically, with the approval of version 2.59 of the Company's
operating system from GLI in March 2003 and subsequent successful field
operation of games on version 2.59, as well as the approval from the audit
division of the Nevada Gaming Control Board to commence a 30 day field trial of
version 2.59, the revisions to the Company's legacy operating system have been
approved by gaming regulators in major jurisdictions and have reached an
acceptable level of field performance. Mr. Nicastro did not participate in the
May 7, 2003 Board meeting.
Based on Mr. Nicastro's willingness to accept a discount from the
current market price of the shares and the recent appreciation in the market
price of the common stock of the Company, the Board further determined that it
would be in the best interests of the Company to purchase the rights to the
Restricted Shares from Mr. Nicastro at this time to mitigate the potential
increase in the compensation expense to the Company resulting from the vesting
of the Restricted Shares on that date, as well as mitigating the potential
dilutive effect and negative impact of the potential sale of such shares, when
vested, on the market price of the common stock of the Company.
SIGNATURE
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.
May 7, 2003 By: /s/ Brian R. Gamache
--------------------
Brian R. Gamache
President and Chief Executive Officer