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): December 21, 2021


SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter) 


Nevada
 001-11693
81-0422894
(State or other jurisdiction
(Commission
(IRS Employer
 of incorporation)
File Number)
Identification No.)

6601 Bermuda Road, Las Vegas, NV 89119
(Address of registrant’s principal executive office)

(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
 true
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 Exchange Act.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On December 21, 2021, Mr. Jack A. Markell advised Scientific Games Corporation (the “Company”) that he will resign from the Company’s Board of Directors effective December 31, 2021 to serve as the U.S. Representative to the Organisation for Economic Co-operation and Development, with the rank of Ambassador. The Company deeply appreciates his service and commitment and wishes him well.

Item 7.01. Regulation FD Disclosure.

On December 22, 2021, the Company issued a press release announcing that it has withdrawn its previously announced July 15, 2021 offer to acquire the remaining 19% equity interest in SciPlay Corporation that the Company does not currently own in an all-stock merger transaction. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
     
 
     
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  
       
Date: December 22, 2021
By:
/s/ James Sottile  
    Name:  James Sottile  
    Title:  Executive Vice President and Chief Legal Officer