<PAGE> 1
As filed with the Securities and Exchange Commission on October 1, 1997
Registration No. 2-82186
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
WMS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-2814522
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
3401 North California Avenue
Chicago, IL 60618
(773) 961-1111
(Address of principal executive offices)
----------------------------------------
1982 EMPLOYEE STOCK OPTION PLAN
(Full title of the Plan)
----------------------------------------
Neil D. Nicastro
President
WMS Industries Inc.
3401 North California Avenue
Chicago, IL 60618
(773) 961-1111
(Name, address and telephone
number of agent for service)
Copy to:
Orrin J. Edidin
Vice President, Secretary and General Counsel
WMS Industries Inc.
3401 N. California Avenue
Chicago, Illinois 60618
------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Securities Amount To Be Maximum Offering Maximum Aggregate Amount of
To Be Registered Registered (1)(2) Price Per Share (3) Offering Price (3) Registration Fee (1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.50 par value 50,804 shares $16.281 $825,207 $250.06
===============================================================================================================================
</TABLE>
(1) This Post Effective Amendment No. 1 to Registration Statement No. 2-82186
registers additional shares of the Registrant's Common Stock issuable
pursuant to the same employee benefit plan for which Registration Statement
No. 2-82186 is currently effective. A registration fee of $1,856.25 was
paid March 3, 1983 upon the filing of Registration Statement No. 2-82186
for the 750,000 shares of Common Stock registered thereunder. Accordingly,
pursuant to Instruction E on Form S-8, the registration fee is being paid
with respect to the additional securities only.
(2) Pursuant to Rule 416 under the Securities Act of 1933, the number of shares
of Registrant's Common Stock registered hereunder will be adjusted in the
event of stock splits, stock dividends or similar transactions.
(3) Based on the prices at which outstanding options to purchase Common Stock
may be exercised under the Plan for the purpose of calculating the
registration fee pursuant to Rule 457(c) and (h).
- --------------------------------------------------------------------------------
Pursuant to Rule 429 under the Securities Act of 1933, the reoffer prospectus
included as part of this Post Effective Amendment No. 1 to Registration
Statement No. 2-82186 shall be deemed to be a combined prospectus which shall
also relate to the Registrant's Registration Statements Nos. 33-48363,
33-79146 and 333-06021.
==============================================================================
<PAGE> 2
EXPLANATORY NOTE
Registration Statement No. 2-82186 was filed with the Securities and
Exchange Commission on March 3, 1983 by WMS Industries Inc. (the "Company" or
the "Registrant") to register 750,000 shares of its common stock, $0.50 par
value (the "Common Stock"), issuable pursuant to the Company's 1982 Employee
Stock Option Plan, as amended (the "Plan"). Registration Statement No. 2-82186
is still effective and is hereby incorporated by reference herein. The option
adjustment provisions of the Plan were amended, which amendment was approved by
stockholders of the Company on January 21, 1997. As a result of the
distribution of all of the outstanding shares of voting common stock of WHG
Resorts & Casinos Inc., formerly a wholly-owned subsidiary of the Company, the
number of securities underlying options granted pursuant to the Plan and the
exercise price thereof were adjusted. This Post Effective Amendment No. 1 to
the Registration Statement is being filed (i) to update the Registration
Statement; (ii) to register 50,804 additional shares of the Common Stock
issuable by the Company pursuant to the Plan, as amended; and (iii) to include
a reoffer prospectus. Unchanged items are omitted.
1
<PAGE> 3
PROSPECTUS
WMS INDUSTRIES INC.
2,264,950 Shares
Common Stock, Par Value $.50
This Prospectus has been prepared by WMS Industries Inc., a Delaware
corporation (the "Company"), for use upon resale of shares of the Company's
common stock, par value $.50 per share (the "Common Stock"), by certain
officers and directors of the Company (the "Selling Stockholders") who have
acquired or may acquire Common Stock upon exercise of options ("Options")
granted or to be granted under the Company's 1982 Employee Stock Option Plan,
1991 Stock Option Plan, 1993 Stock Option Plan and 1994 Stock Option Plan (as
amended, the "Plans"). The maximum number of shares which may be offered or
sold hereunder is subject to adjustment in the event of stock splits or
dividends, recapitalizations, spinoffs and certain other changes affecting the
Common Stock, as described in the Plans. The Common Stock is listed on the New
York Stock Exchange, and it is anticipated that the Selling Stockholders will
offer shares of Common Stock for resale at prevailing prices on such exchange
on the date of sale. See "Plan of Distribution" below. All selling and other
expenses incurred by individual Selling Stockholders will be borne by such
Selling Stockholders.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 BELOW FOR A DISCUSSION OF CERTAIN
RISKS OF AN INVESTMENT IN THE COMMON STOCK. ADDITIONAL RISK "FACTORS
AFFECTING FUTURE PERFORMANCE" ARE INCORPORATED HEREIN BY REFERENCE TO ITEM 1
IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE
30, 1997.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION; NOR HAS
THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
__________________________
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus in connection
with any offer to sell or sale of the securities to which this Prospectus
relates and, if given or made, such information or representations must not be
relied upon as having been authorized. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, imply that there
has been no change in the facts herein set forth since the date hereof. This
Prospectus does not constitute an offer to sell to or a solicitation of any
offer to buy from any person in any state in which any such offer or
solicitation would be unlawful.
____________________
The date of this Prospectus is September 30, 1997.
<PAGE> 4
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") the following Registration Statements (which term shall include
any amendment thereto) on Form S-8 under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the shares offered hereby: File Nos.
2-82186, 33-48363, 33-79146 and 333-06021. This Prospectus, which constitutes
a part of each of these Registration Statements does not contain all the
information set forth in the Registration Statements, and the exhibits and
schedules thereto, certain items of which are omitted in accordance with the
rules and regulations of the Commission. For further information with respect
to the Company and the Common Stock, reference is made to the Registration
Statements including the exhibits and schedules to such Registration
Statements, copies of which may be obtained as noted below. Any statements
contained herein concerning the provisions of any document are not necessarily
complete, and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statements or otherwise filed with the
Commission. Each such statement is qualified by the provisions of such
document, to which such reference is made.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Commission. The
Registration Statements and the reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Regional Offices of the Commission at Seven World Trade
Center, New York, New York 10048 and at 500 West Madison Street, Chicago,
Illinois 60661. Copies can be obtained from the Commission at prescribed rates
by writing to the Commission at 450 Fifth Street N.W., Washington, D.C. 20549.
The Commission maintains an internet site on the Worldwide Web at www.sec.gov.
that contains reports, proxy and information statements and other information
regarding the Company and other registrants that file electronically with the
Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference (a) the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1997 ("Form 10- K"), including
the exhibits thereto; and (b) the description of the Common Stock contained in
the Company's Registration Statement on Form 8-A (File No. 1-8300) filed
pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such information.
All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
previously filed document incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement herein modifies or supersedes such statement; and any statement
contained
2
<PAGE> 5
herein shall be deemed to be modified or superseded to the extent that a
statement in any document subsequently filed, which is incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the information that
has been incorporated by reference in this Prospectus (not including exhibits
to such information, unless such exhibits are specifically incorporated by
reference into the information which this Prospectus incorporates). Requests
for copies of such information should be directed to the Company at its
principal executive office: 3401 North California Avenue, Chicago, IL 60618
(773) 961-1111, Attention: Vice President--Finance.
RECENT DEVELOPMENTS
On August 15, 1997, the Company announced that the Board of Directors
had approved the redemption on September 22, 1997, unless sooner converted, of
33% of the $57,500,000 outstanding principal amount of its 5-3/4% Convertible
Subordinated Debentures (the "Debentures"). Subsequently, all but $160,000 of
the called Debentures were converted into Common Stock. In addition,
approximately $10,000,000 principal amount of additional Debentures were
voluntarily converted, and the Company issued a total of approximately
1,265,000 shares of Common Stock upon such conversions.
On September 23, 1997, the Company announced that its Board of Directors had
approved the redemption on October 29, 1997, unless sooner converted, of all of
the remaining Debentures. The redemption price is 102.9% of the principal
amount of the Debentures plus accrued interest through the date of redemption.
The Debentures are convertible into shares of Common Stock through October 22,
1997 at the conversion price of $23.03 per share. It is anticipated that
substantially all of the Debentures will be converted by October 22, 1997 and
that approximately an additional 1,200,000 shares of Common Stock will be
issued upon such conversion.
RISK FACTORS
In addition to considering the other information set forth in, or
incorporated by reference into, this Prospectus, prospective investors should
carefully consider the following factors in evaluating an investment in the
Company. See also, "Item 1. Business - Factors Affecting
3
<PAGE> 6
Future Performance" in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997.
1. Blank Check Preferred Stock and Control of the Company. The Company's
Restated Certificate of Incorporation, as amended, authorizes the issuance of
5,000,000 shares of Preferred Stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder approval,
to issue Preferred Stock with dividend, liquidation, conversion, voting or
other rights which could adversely affect the voting power or other rights of
the holders of the Common Stock. Although there are no present plans,
agreements, commitments or undertakings with respect to the Company's issuance
of any shares of Preferred Stock, any such issuances may be deemed to be an
anti-takeover device which could be utilized as a method of discouraging,
delaying or preventing a change in control of the Company or to dilute the
public ownership of the Company, and there can be no assurance that the Company
will not issue such shares.
2. Adverse Effect of Potential Future Sales of Common Stock; Dilutive Nature
of Options and Other Derivative Securities. The Company has 60,000,000
authorized shares of Common Stock, of which 25,516,740 shares were issued and
outstanding as of September 22, 1997. In addition, it is expected that
approximately 1,200,000 additional shares will be issued in October 1997 upon
the conversion of the Company's remaining Debentures. See "Recent
Developments" above. In the event that all of the issued and outstanding
options are exercised, and all outstanding Debentures are converted pursuant to
their terms, approximately 30,000,000 shares of Common Stock would be
outstanding. Management will have broad discretion with respect to the
issuance of the remaining authorized but unissued shares, including discretion
to issue such shares in compensatory and acquisition transactions. In the
event that the Company seeks to procure additional financing through the sale
and issuance of its securities, or in the event that holders of derivative
securities of the Company exercise or convert their securities into shares of
Common Stock, the then current stockholders of the Company may suffer dilution
in their percentage ownership of shares of the Common Stock. In addition, the
future issuance of shares at a price below the then current market price of the
Common Stock pursuant to the Debenture redemption or the registration
statements listed under "Additional Information" above, or otherwise, or even
the potential of such sales, may have a depressive effect on the future market
price of the Common Stock. As of September 30, 1997, the Company had
outstanding options to purchase an aggregate of approximately 4,122,000 shares
of Common Stock exercisable at an average exercise price of approximately
$19.51 per share. The Company's Plans also authorize the grant of options to
purchase approximately an additional 1,031,000 shares of Common Stock. During
the terms of the options, which average approximately six years from the date
hereof, the holders thereof are given the opportunity to profit from a rise in
the market price of the Common Stock. The percentage increase or decrease in
the market price of an option or warrant tends generally to be greater than the
percentage increase or decrease in the market price of the underlying common
shares. The holders of options and warrants would be most likely to exercise
them and purchase the Common Stock at a time when the Company could obtain
capital by a new offering of securities
4
<PAGE> 7
on terms more favorable than those provided by the options and warrants.
Consequently, the terms on which the Company could obtain additional capital
during such periods may be adversely affected.
3. Losses from Continuing Operations. The Company, apart from its
subsidiary, Midway Games Inc., which is anticipated to be spun off from the
Company in early 1998 (subject to receipt of a favorable ruling from the
Internal Revenue Service that the spin off will be tax free to stockholder and
the Company and subject to certain other conditions), has not generated a net
income during its last three fiscal years and is not expected to genarate a net
income for the current fiscal year.
USE OF PROCEEDS; DILUTION
The Company will receive none of the proceeds from the sale of the Common
Stock offered hereby, but it will receive the exercise price upon the exercise
of Options for cash. The Company plans to use any such proceeds for working
capital. For a discussion of the possible dilutive effects of the shares to be
sold hereby, see paragraph number 2 under "Risk Factors" above.
SELLING STOCKHOLDERS
The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by Selling Stockholders of the Company who
have acquired or may acquire such shares pursuant to the exercise of Options.
The Selling Stockholders named below may resell all, a portion or none of such
shares from time to time.
Participants under the Plans who are deemed to be "affiliates" of the Company
who acquire Common Stock under the Plans may be added to the Selling
Stockholders listed below from time to time by use of a prospectus supplement
filed pursuant to Rule 424(b) under the Securities Act. An "affiliate" is
defined in Rule 405 under the Securities Act as a "person that directly, or
indirectly, through one or more intermediaries, controls or is controlled by,
or is under common control with", the Company. Non-affiliates who hold
restricted securities (as defined in Rule 144(a)(3) under the Securities Act)
purchased under the Plans or other employee benefit plans and who are not named
below may use this Prospectus for the offer or sale of their Common Stock if
they hold 1,000 shares or less. The inclusion of a person's name in the table
below shall not be deemed to be an admission by such person that he or she is
an "affiliate" of the Company.
5
<PAGE> 8
The table below sets forth with respect to each Selling Stockholder, based
upon information available to the Company as of September 22, 1997, the number
of shares of Common Stock beneficially owned before and after the sale of the
shares offered hereby; the number of shares to be sold; and the percent of the
outstanding shares of Common Stock owned before and after the sale of the
Common Stock offered hereby.
<TABLE>
<CAPTION>
Amount and Shares Percent of Class(2)
Nature of Beneficially -------------------
Beneficial Shares to be Owned After Before After
Name Ownership Sold(1) Offering Offering Offering
---- --------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Louis J. Nicastro 7,551,886(3) 629,554 6,922,332 28.9% 26.5%
Chairman of the Board of
Directors
Neil D. Nicastro 7,986,986(4) 1,007,286 6,979,700 30.1% 26.3%
President, Chief Executive
Officer, Chief Operating
Officer and Director
Harold H. Bach, Jr. 96,433(5) 94,433 2,000 * *
Vice President - Finance,
Treasurer, Chief Financial
and Chief Accounting
Officer
Orrin J. Edidin -0- 25,000(6) -0- -0- -0-
Vice President, Secretary
and General Counsel
Kenneth J. Fedesna 163,742(7) 163,684 58 * *
Vice President and General
Manager of Williams
Electronic Games, Inc.,
Executive Vice President--
Coin-Op Video of Midway
Games, Inc.; Director
Norman J. Menell 65,171(8) 62,955 2,216 * *
Vice Chairman of the Board
of Directors
William C. Bartholomay 81,755(8) 62,955 18,800 * *
Director
William E. McKenna 65,549(8) 62,955 2,594 * *
Director
</TABLE>
6
<PAGE> 9
<TABLE>
<S> <C> <C> <C> <C> <C>
Harvey Reich 64,145(8) 62,955 1,190 * *
Director
Ira S. Sheinfeld 93,173(9) 93,173 -0- * -0-
Director
</TABLE>
- -----------------------
* Less than 1%
(1) Does not constitute a commitment to sell any or all of the stated
number of shares of Common Stock. The number of shares offered
hereby shall be determined from time to time by each Selling
Stockholder in his sole discretion.
(2) Based on 25,516,740 shares outstanding as of September 22, 1997.
(3) Includes 6,917,700 shares owned by Sumner M. Redstone and National
Amusements, Inc. for which the reporting person has shared voting
power but no dispositive power. Additionally, includes 629,554
shares which may be acquired upon the exercise of stock options.
(4) Includes 6,917,700 shares owned by Sumner M. Redstone and National
Amusements, Inc. for which the reporting person has shared voting
power but no dispositive power. Additionally, includes 1,007,286
shares which may be acquired pursuant to the exercise of stock
options.
(5) Includes 94,433 shares which may be acquired pursuant to the exercise
of stock options.
(6) Includes 25,000 shares which may be acquired pursuant to the exercise
of stock options.
(7) Includes 163,684 shares which may be acquired pursuant to the
exercise of stock options.
(8) Includes 62,955 shares which may be acquired pursuant to the exercise
of stock options.
(9) Includes 93,173 shares which may be acquired pursuant to the exercise
of stock options.
PLAN OF DISTRIBUTION
The Common Stock is being sold by the Selling Stockholders for their
own accounts. The Common Stock may be sold or transferred for value by the
Selling Stockholders, or by pledgees, donees, transferees or other successors
in interest to the Selling Stockholders, in one or more transactions on the New
York Stock Exchange (or any successor stock exchange), in negotiated
transactions or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Stockholders may effect
such transactions by selling the Common Stock to or through brokers-dealers,
and such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Common Stock for whom such broker-dealers may act as agent
(which compensation may be less than or in excess of customary commissions).
The Selling
7
<PAGE> 10
Stockholders and any broker-dealers that participate in the distribution of the
Common Stock may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and any commissions received by them and any
profit on the resale of the Common Stock sold by them may be deemed to be
underwriting discounts and commissions under the Securities Act. All selling
and other expenses incurred by individual Selling Stockholders will be borne by
such Selling Stockholders.
There can be no assurance that any of the Selling Stockholders will
sell any or all of the Common Stock offered by them hereunder.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Shack & Siegel, P.C., New York, New York.
Stockholders of Shack & Siegel, P.C. hold options to purchase 62,955 shares of
Common Stock at an exercise price of $21.344 per share.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K of the Company for the three
years ended June 30, 1997 have been so incorporated in reliance upon the report
of Ernst & Young LLP, independent certified public accountants, given upon the
authority of said firm as experts in accounting and auditing.
8
<PAGE> 11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the issuance of the shares of Common Stock offered
under the Plan will be passed upon for the Registrant by Shack & Siegel, P.C.,
New York, New York. Stockholders of Shack & Siegel, P.C. hold options to
purchase 62,955 shares of the Registrant's Common Stock at an exercise price
per share of $21.344.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's authority to indemnify its officers and directors is
governed by the provisions of Section 145 of the General Corporation Law of the
State of Delaware (the "GCL") and by the Certificate of Incorporation and
By-laws of the Registrant. The Certificate of Incorporation of the Registrant
provides that the Registrant shall, to the fullest extent permitted by Section
145 of the GCL, (i) indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and
(ii) advance expenses related thereto to any and all said persons. The
indemnification and advancement of expenses provided for therein shall not be
deemed to be exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in their official capacities and as
to action in another capacity while holding such offices, and shall continue as
to persons who have ceased to be directors, officers, employees or agents and
shall inure to the benefit of the heirs, executors and administrators of such
person. In addition, the Certificate of Incorporation of the Registrant
provides for the elimination of personal liability of directors of the
Registrant to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, to the fullest extent permitted by the
GCL, as amended and supplemented.
The Registrant has entered into an indemnification agreement (the
"Indemnity Agreement") with each of its officers and directors providing for
the indemnification of such officers and directors to the fullest extent
permitted by the laws of the State of Delaware. The Indemnity Agreement
obligates the Registrant to provide the maximum protection allowed under
Delaware law and supplements and increases the protection afforded to officers
and directors in the following respects:
1. The Indemnity Agreement establishes the presumption that the
officer or director has met the standard of conduct required for
indemnification, as prescribed under the GCL. Indemnification will
be made unless the Board of Directors or independent counsel
determines that the applicable standard of conduct has not been met.
2. The Indemnity Agreement provides that litigation expenses
shall be advanced promptly to an officer or director in advance of
indemnification, provided that he or she undertakes to repay the
amount advanced if it is ultimately determined there is no
entitlement to indemnification for such expenses.
3. The Indemnity Agreement explicitly provides that the
indemnification provisions are applicable to amounts paid in
settlement of a derivative suit.
4. In the event of a determination by the Board of Directors or
independent legal counsel that an officer or director did not meet
the standard of conduct required for indemnification, the Indemnity
Agreement allows such officer or director to contest this
determination by petitioning a court to make an independent
determination of whether such officer or director is entitled to
indemnification under the Indemnity Agreement.
5. The Indemnity Agreement explicitly provides for partial
indemnification of costs and expenses in the event that an officer
or director is not entitled to full indemnification under the terms
of the Indemnity Agreement.
6. Unlike the indemnification provisions in the Registrant's
Certificate of Incorporation, the Indemnity Agreement cannot be
unilaterally modified or amended by the Board of Directors or the
stockholders, a fact which would be significant if there were a
change in control of the Registrant at the time of a claim,
proceeding or litigation.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the Company's Certificate of Incorporation, By-laws or
any other documents or agreements, the Company has been informed that, in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 8. EXHIBITS.
4. (a)(1) 1982 Employee Stock Option Plan, as amended, incorporated by
reference to Exhibit 10(e) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1994
(a)(2) Amendment of Article III, Section 3 (Option Adjustments) to the
1982 Employee Stock Option Plan, incorporated by reference to
Proposal No. 2 to the Registrant's Definitive Proxy Statement o
Schedule 14A as filed with the Commission December 11, 1996
(b) Form of Option Agreement under the 1982 Employee Stock Option
Plan, incorporated by reference to Exhibit 4(b) to Registration
Statement No. 2-82186 as filed with the Commission on March 3,
1983
5. Opinion of Shack & Siegel, P.C., counsel for Registrant
23. (a) Consent of Shack & Siegel, P.C. (included in Exhibit 5 hereof)
(b) Consent of Ernst & Young LLP
24. Power of Attorney (contained on the signature page hereof)
1
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Post
Effective Amendment No. 1 to Registration Statement No. 2-82186 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois on the 26th day of September, 1997.
WMS INDUSTRIES INC.
(Registrant)
By: /s/ Neil D. Nicastro
Neil D. Nicastro
President and Chief Executive Officer
Each person whose signature to this Post Effective Amendment No. 1 to
Registration Statement No. 2-82186 appears below hereby appoints Neil D.
Nicastro and Harold H. Bach, Jr., and each of them acting singly, as his
attorney-in-fact to sign in his behalf individually and in the capacity stated
below and to file all amendments and post-effective amendments to this
Registration Statement, which amendment or amendments may make such changes and
additions to this Registration Statement as such attorney-in-fact may deem
necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Neil D. Nicastro
- --------------------------
Neil D. Nicastro President, Chief Executive Officer, September 26, 1997
Chief Operating Officer and Director
(Principal Executive Officer)
/s/ Harold H. Bach, Jr.
- --------------------------
Harold H. Bach, Jr. Vice President-Finance and Treasurer September 26, 1997
(Principal Financial
and Principal Accounting Officer)
/s/ Louis J. Nicastro
- --------------------------
Louis J. Nicastro Chairman of the Board of Directors September 26, 1997
/s/ Norman J. Menell
- --------------------------
Norman J. Menell Vice Chairman of the Board of Directors September 26, 1997
/s/ Kenneth J. Fedesna
- --------------------------
Kenneth J. Fedesna Director September 26, 1997
/s/ William C. Bartholomay
- --------------------------
William C. Bartholomay Director September 26, 1997
/s/ William E. McKenna
- --------------------------
William E. McKenna Director September 26, 1997
/s/ Harvey Reich
- --------------------------
Harvey Reich Director September 26, 1997
/s/ Ira S. Sheinfeld
- --------------------
Ira S. Sheinfeld Director September 26, 1997
</TABLE>
2
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
4. (a)(1)* 1982 Employee Stock Option Plan, as amended . . . . . . . . . . . . . . . . . . . . . . . . . . .
(a)(2)** Amendment of Article III, Section 3 (Option Adjustments) to 1982 Employee Stock Option Plan . . . .
(b)*** Form of Option Agreement under 1982 Employee Stock Option Plan . . . . . . . . . . . . . . . . . .
5. Opinion of Shack & Siegel, P.C., counsel for Registrant . . . . . . . . . . . . . . . . . . . . . .
23. (a) Consent of Shack & Siegel, P.C. (included in Exhibit 5 hereof). . . . . . . . . . . . . . . . . . .
(b) Consent of Ernst & Young LLP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24. Power of Attorney (contained on the signature page hereof). . . . . . . . . . . . . . . . . . . . .
</TABLE>
________________________________________________
* Incorporated by reference to Exhibit 10(e) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1994.
** Incorporated by reference to Proposal No. 2 to the Registrant's Definitive
Proxy Statement on Schedule 14A as filed with the Commission December 11,
1996.
*** Incorporated by reference to Exhibit 4(b) to Registration Statement
No. 2-82186 as filed with the Commission March 3, 1983.
3
<PAGE> 1
Exhibit 5
September 29, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Post-Effective Amendment No. 1 to Form S-8 Registration Statement
Registering an Additional 50,804 shares of common stock of
WMS Industries Inc.
Ladies and Gentlemen:
We have acted as counsel to WMS Industries Inc., a Delaware corporation
(the "Company"), in connection with the filing with the Securities and Exchange
Commission of Post-Effective Amendment No. 1 to Registration Statement No.
2-82186 on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), relating to the registration of an
additional 50,804 shares of the Company's common stock, par value
$.50 per share ("Common Stock"), which may be issued and sold pursuant to the
Company's 1982 Employee Stock Option Plan (the "1982 Plan").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the 1982 Plan; (ii) the Registration Statement and Post Effective Amendment
No. 1 to the Registration Statement; (iii) the Certificate of Incorporation,
as amended and restated, of the Company; (iv) the By-Laws, as amended and
restated, of the Company; and (v) such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to the original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to this opinion
that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock reserved for issuance upon the exercise of options have
been duly authorized and that such shares of Common Stock, when issued and
delivered upon exercise of the options granted in accordance with the terms of
the 1982 Plan, and assuming full payment for the shares of Common Stock thereby
issued, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to Post Effective
Amendment No. 1 to the Registration Statement and we further consent to the
reference made to us under Item 5. Interests of Named Experts and Counsel
contained therein and under the caption "Legal Matters" in the accompanying
prospectus.
The law covered by the opinions expressed herein is limited to the
corporate laws of the State of Delaware.
Very truly yours,
SHACK & SIEGEL, P.C.
By: /s/ Jeffrey N. Siegel
-----------------------
Jeffrey N. Siegel
18
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the Post
Effective Amendment No. 1 to Registration Statement No. 2-82186 (Form S-8) and
related prospectus pertaining to the 1982 Employee Stock Option Plan of WMS
Industries Inc. and to the incorporation by reference therein of our report
dated August 19, 1997, with respect to the consolidated financial statements
and schedules of WMS Industries Inc. included or incorporated by reference in
its Annual Report on Form 10-K for the year ended June 30, 1997, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
September 30, 1997
