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As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WMS INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-2814522
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3401 NORTH CALIFORNIA AVENUE, CHICAGO, ILLINOIS 60618
(Address, including zip code, of Registrant's principal executive offices)
--------------------------
2000 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the Plan)
--------------------------
Orrin J. Edidin
Executive Vice President, Secretary and General Counsel
WMS Industries Inc.
3401 North California Avenue
Chicago, Illinois 60618
(773) 961-1111
(Name and address, including zip code, and
telephone number, including area code, of agent for service)
Copy to:
Jeffrey N. Siegel, Esq.
Shack & Siegel, P.C.
530 Fifth Avenue
New York, New York 10036
(212) 782-0700
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE FEE
------------------- -------------- ----------------- ---------------- -------------
<S> <C> <C> <C> <C>
Common Stock, par value $.50(2)(3) 986,514 shares $15.78 $15,569,781 $4,110
Common Stock, par value $.50(3)(4) 763,486 shares $17.03 $13,002,166 $3,433
Total 1,750,000 shares $16.33 $28,571,947 $7,543(5)
==============================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminable number of shares
of common stock which may become issuable pursuant to the anti-dilution
provisions of the 2000 Non-Qualified Stock Option Plan (the "2000
Plan").
(2) The fee is computed, in accordance Rule 457(h)(1) under the Securities
Act, based on the aggregate exercise price of the shares issuable upon
the exercise of options previously granted under the 2000 Plan.
(3) In accordance with a Rights Agreement entered into between the
registrant and The Bank of New York, dated as of March 5, 1998, all
shares of common stock are accompanied by certain stock purchase
rights.
(4) The fee with respect to shares issuable upon the exercise of options
available for grant under the 2000 Plan is computed, in accordance Rule
457(h)(1) under the Securities Act, based on the average of the high
and low prices of the registrant's common stock reported on the New
York Stock Exchange on September 21, 2000.
(5) $12,584.47 was paid with registration statement no. 333-06021, relating
to 1,644,455 shares of common stock; $16,325.33 was paid with
registration statement no. 33-79146, relating to 2,198,902 shares of
common stock; $8,995.07 was paid with registration statement no.
33-48363, relating to 1,701,845 shares of common stock; $2,106.31 was
paid with registration statement no. 2-82186, relating to 1,551,452
shares of common stock; $4,608.45 was paid with registration statement
no. 333-48697, relating to 515,360 shares of common stock; and $905.65
was paid with registration statement no. 333-57585, relating to
1,000,000 shares of common stock. All of these shares are being carried
forward in the combined reoffer prospectus being filed herewith (to the
extent that they are or may be control or restricted securities). See
Rule 429 note below.
As permitted by Rule 429 under the Securities Act of 1933, the
prospectus filed together with this registration statement shall be deemed to be
a combined resale prospectus which shall also relate to the registrant's
registration statements numbered 2-82186, 33-48363, 33-79146, 333-06021,
333-48697 and 333-57585, each on Form S-8.
EXPLANATORY NOTE
Registration statements numbered 2-82186, 33-48363, 33-79146,
333-06021, 333-48697 and 333-57585 were filed previously with the SEC by the
registrant to register shares of its common stock, par value $.50 per share: (a)
issued or issuable under its 1982 Employee Stock Option Plan, as amended, its
1991 Stock Option Plan, as amended, its 1993 Stock Option Plan, as amended, its
1994 Stock Option Plan, as amended and its 1998 Non-Qualified Stock Option Plan
(collectively, the "WMS Plans") and (b) issued to optionholders in connection
with the 1998 spinoff of registrant's interest in Midway Games Inc. in
accordance with the antidilution provisions of the WMS Plans. This registration
statement is being filed to: (1) register the shares of common stock issuable
under the Registrant's 2000 Non-Qualified Stock Option Plan (the "2000 Plan")
and (2) file a prospectus as permitted by Form S-8 General Instruction C and
Rule
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429 under the Securities Act to be used for reoffers and resales by directors
and executive officers of WMS of shares purchased under any of the WMS Plans or
the 2000 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified by Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1) under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000 and the description of the registrant's common stock contained in
the registrant's registration statement on Form 8-A (File No. 1-8300) filed on
January 21, 1982 pursuant to Section 12(b) of the Securities Exchange Act of
1934 (the "Exchange Act"), including all exhibits thereto, are incorporated
herein by reference and made a part of this registration statement as of the
date hereof.
All documents subsequently filed by the registrant under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of this
registration statement and prior to the termination of the offering of the
common stock offered hereby shall be deemed to be incorporated by reference into
this registration statement and to be a part hereof from the date of filing of
those documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which is or is deemed to be
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 registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the issuance of the shares of common stock offered
hereby will be passed upon for the registrant by Shack & Siegel, P.C., 530 Fifth
Avenue, New York, New York 10036. As of September 22, 2000 Shareholders of Shack
& Siegel, P.C. held, in the aggregate, 6,585 shares of the registrant's common
stock and options to purchase 35,000 shares of common stock.
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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 "DGCL"), by the Amended and Restated Bylaws of the
registrant, as amended (the "Bylaws"), by the Restated Certificate of
Incorporation, as amended, of the registrant (the "Certificate of
Incorporation") and by certain indemnification agreements entered into with
officers and directors (the "Indemnity Agreements").
Under Section 145 of the DGCL, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation (a "derivative action")) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
registrant, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and the DGCL requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the registrant.
The Certificate of Incorporation and Bylaws of the registrant provide
that the registrant shall, to the fullest extent permitted by Section 145 of the
DGCL, (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 bylaw,
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 DGCL, as amended and supplemented.
Each Indemnity Agreement provides for the indemnification of the
officer or director, to the fullest extent permitted by the laws of the State of
Delaware, and obligate the registrant to provide the maximum protection allowed
under Delaware law. In addition, each Indemnity Agreement supplements and
increases such protection in certain respects.
The registrant has purchased a Directors, Officers and Corporate
liability insurance policy. The policy covers up to an aggregate amount of $20
million for losses of directors and officers of the registrant arising from
claims made against the directors or officers for any actual or alleged wrongful
act in their capacities as directors or officers of the registrant. The policy
also covers losses of the registrant for securities claims made against the
registrant and for the amount of any indemnification paid to directors and
officers, in each case up to the aggregate limit of $20 million.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant dated February 17, 1987; Certificate of Amendment
dated January 28, 1993; and Certificate of Correction dated
May 4, 1994, all incorporated by reference to Exhibit 3(a) to
the Registrant's Annual Report on Form 10-K for the year ended
June 30, 1994.
4.2 Rights Agreement, dated March 5, 1998 between the Registrant
and The Bank of New York, as Rights Agent, incorporated by
reference to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A, as filed with the Commission on March
25, 1998.
4.3 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant, as filed with
the Secretary of State of the State of Delaware on February
25, 1998, incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998.
4.4 By-Laws of the Registrant, as amended and restated through
June 26, 1996, incorporated by reference to Exhibit 3(b) to
the Registrant's Annual Report on Form 10-K for the year ended
June 30, 1996.
5 Opinion of Shack & Siegel, P.C., counsel for the Registrant.
23.1 Consent of Shack & Siegel, P.C. (contained in the Opinion
filed as Exhibit 5 hereto).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (contained on the signature page hereof).
ITEM 9. UNDERTAKINGS.
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the
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Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section l3 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
b. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
h. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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RESALE PROSPECTUS
WMS INDUSTRIES INC.
1,761,093 SHARES
COMMON STOCK, PAR VALUE $.50
We design, manufacture and market gaming equipment. Our principal
executive office is located at 3401 North California Avenue, Chicago, IL 60618,
telephone no. (773) 961-1111.
Our common stock is listed on the New York Stock Exchange under the symbol
"WMS".
Officers and directors who are listed on pages 3-4 below as "selling
stockholders" may sell up to the number of shares of our common stock listed
opposite their names. The selling stockholders may sell any of their shares at
any time, but they are not required to sell any shares. The selling stockholders
acquired or may acquire the shares to be offered by exercising stock options
granted to them under our stock option plans or as an adjustment to their
options under our plans.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
------------------------
The date of this prospectus is September 27, 2000
<PAGE> 8
ABOUT THIS PROSPECTUS
This prospectus relates to 1,761,093 shares (the "Shares") of our
common stock that the selling stockholders described in this prospectus may sell
until we terminate this offering. As used in this prospectus, the terms "we,"
"us," "our" and "WMS" mean WMS Industries Inc., a Delaware corporation, and its
subsidiaries, unless the context indicates a different meaning.
The selling stockholders in this offering are officers and directors of
WMS Industries Inc. We have agreed to pay the expenses incurred in registering
the Shares, including legal and accounting fees.
Most of the information about us that you need to know before you
invest in the Shares is not included in this prospectus. You should obtain and
read the information described under the heading "Documents Incorporated by
Reference" in order to get all the important information about WMS.
Some of the information incorporated by reference in this prospectus
contains "forward-looking statements," within the meaning of the federal
securities laws. These statements describe our beliefs concerning future
business conditions and the outlook for WMS based on currently available
information. Our actual results could differ materially from those described in
the forward-looking statements due to a number of risks and uncertainties. These
risk factors include the following:
- the financial strength of the gaming industry;
- the actual proceeds and expenses of the disposition of the assets and
liabilities of our discontinued pinball and cabinets and contract
manufacturing segments;
- the expansion of legalized gaming into new markets;
- legislative and regulatory changes in existing gaming markets;
- the success of new games and new technologies that we develop and
introduce;
- our ability to maintain the scheduling of our planned introductions;
- software malfunctions discovered after a machine is widely
distributed;
- technical obsolescence of widely used electronic components; and
- our ability to qualify for and maintain gaming licenses and
approvals;
as well as the more detailed descriptions and other items set forth under "Item
1. Business - Risk Factors" in our annual report on Form 10-K and in any more
recent documents incorporated in this prospectus by reference.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the common
stock offered by this prospectus, but we will receive the exercise price upon
the exercise of any options by the selling stockholders. We plan to use any such
proceeds for working capital purposes.
SELLING STOCKHOLDERS
This prospectus relates to Shares that are being registered for
reoffers and resales by selling stockholders who have acquired or may acquire
Shares pursuant to our stock option plans. The selling stockholders may resell
any or all of the Shares at any time they choose while this prospectus is
effective.
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Executive officers, directors and others who may be considered to be
"affiliates" of WMS, and their family members to whom they give options, who
acquire common stock under the Plans may be added to the selling stockholders
listed below. Their number of Shares to be sold under this prospectus may be
increased or decreased by use of a prospectus supplement filed with the SEC. An
"affiliate" is defined in Rule 405 under the Securities Act of 1933 as a "person
that directly, or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control with" us. Non-affiliates who purchased
restricted securities, as defined in Rule 144(a)(3) under the Securities Act,
under any of our 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. Although a person's name is included in the table below, neither that
person nor we are making an admission that that person is our "affiliate."
The information in the table below sets forth, for each selling
stockholder, based upon information available to us as of September 22, 2000,
the number of shares of our common stock beneficially owned before and after the
sale of the Shares, the maximum number of Shares to be sold and the percentage
of the outstanding shares of common stock owned before and after the sale of the
Shares. We have not been informed whether any selling stockholders intend to
sell any Shares. The inclusion of Shares in the table below does not constitute
a commitment to sell any Shares.
<TABLE>
<CAPTION>
Percent of Class(2)
Amount and Nature Shares Beneficially ----------------------
of Beneficial Shares to be Owned After Before After
Name and Position Ownership Sold(1) Offering Offering Offering
----------------- ------------------ ------------ ------------------- -------- --------
<S> <C> <C> <C> <C> <C>
Louis J. Nicastro 8,582,832(3) 500,000 8,082,832 26.5% 24.9%
Chairman of the Board of Directors
and Chief Executive Officer
Neil D. Nicastro 8,053,214(4) 25,000 8,027,214 25.3% 25.2%
Director
Brian R. Gamache 5,000 250,000 5,000 * *
President and
Chief Operating Officer
Scott D. Schweinfurth 1,000 100,000 1,000 * *
Executive Vice President, Chief
Financial Officer and Treasurer
Orrin J. Edidin 22,500(5) 150,000 0 * 0
Executive Vice President, Secretary
and General Counsel
Robert R. Rogowski 4,719(6) 42,419 0 * 0
Vice President of Finance
and Controller
Terence M. Dunleavy 7,500(7) 55,000 1,000 * *
Vice President, Assistant General
Counsel and Chief Compliance
Officer
Norman J. Menell 100,902(8) 98,686 2,216 * *
Vice Chairman of the Board of
Directors
</TABLE>
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<TABLE>
<CAPTION>
Percent of Class(2)
Amount and Nature Shares Beneficially ----------------------
of Beneficial Shares to be Owned After Before After
Name and Position Ownership Sold(1) Offering Offering Offering
----------------- ------------------ ------------ ------------------- -------- --------
<S> <C> <C> <C> <C> <C>
William C. Bartholomay 117,486(8) 98,686 18,800 * *
Director
David M. Satz, Jr. 76,000(9) 75,000 1,000 * *
Director
William E. McKenna 101,280(8) 98,686 2,594 * *
Director
Harvey Reich 74,876(10) 73,686 1,190 * *
Director
Ira S. Sheinfeld 143,930(11) 143,930 0 * 0
Director
Donna B. More 50,000(12) 50,000 0 * 0
Director
</TABLE>
--------------
* Less than 1%
(1) Represents the maximum number of Shares that could be sold under this
prospectus if the holder sold all of his Shares, exercised all of his
options when vested and sold the underlying Shares. Does not constitute
a commitment to sell any or all of the stated number of Shares. The
number of Shares to be sold shall be determined from time to time by
each Selling Stockholder in his discretion.
(2) Based on 31,415,932 shares outstanding as of September 22, 2000. Shares
issuable upon the exercise of options exercisable by a person within 60
days are deemed to be outstanding with respect to the calculation of
that person's percent of class.
(3) Includes 8,028,200 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 500,000 shares
underlying stock options. Mr. Nicastro is the father of Neil D.
Nicastro.
(4) Includes 8,028,200 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 25,000 shares
underlying stock options. Mr. Nicastro was also our President, Chief
Executive Officer and Chief Operating Officer for more than five years
until his resignation from those positions in April 1998. He is the son
of Louis J. Nicastro.
(5) Includes 22,500 shares underlying stock options.
(6) Includes 4,719 shares underlying stock options.
(7) Includes 6,500 shares underlying stock options.
(8) Includes 87,955 shares underlying stock options and 10,731 shares
acquired pursuant to the anti-dilution provisions of our stock option
plans.
(9) Includes 75,000 shares underlying stock options.
(10) Includes 62,955 shares underlying stock options and 10,731 shares
acquired pursuant to the anti-dilution provisions of our stock option
plans.
(11) Includes 125,728 shares underlying stock options and 18,202 shares
acquired pursuant to the anti-dilution provisions of our stock option
plans.
(12) Includes 50,000 shares underlying stock options.
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PLAN OF DISTRIBUTION
The selling stockholders may sell the common stock only for their own
accounts. The Shares will be listed on the New York Stock Exchange, subject to
official notice of issuance. The selling stockholders, pledgees, donees,
transferees or other successors in interest to the selling stockholders may sell
or transfer common stock for value in one or more transactions on the New York
Stock Exchange (or any successor stock exchange), in negotiated transactions or
in a combination of these methods of sale, at market prices prevailing at the
time of sale, at prices related to those market prices or at prices otherwise
negotiated.
The selling stockholders may effect transactions by selling the common
stock to or through broker-dealers. Those 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
the broker-dealers may act as agents, which compensation may be more or less
than customary commissions. None of the selling stockholders, at the date of
this prospectus, has made any agreement, arrangement or understanding with any
broker or dealer to sell any of the Shares. All selling and other expenses
incurred by individual selling stockholders will be borne by the selling
stockholders.
Each Share is sold together with stock purchase rights. These rights
are described in a registration statement on Form 8-A (File No. 1-8300) which we
filed with the SEC on March 5, 1998. See "Documents Incorporated by Reference."
We do not know whether or not any of the selling stockholders will sell
any or all of their Shares under this prospectus. We may terminate this offering
without notice at any time.
LEGAL MATTERS
The validity of the Shares has been passed upon by our counsel, Shack &
Siegel, P.C., New York, New York. As of September 22, 2000, shareholders of
Shack & Siegel, P.C. hold a total of 6,585 shares of our common stock and
options to purchase 35,000 shares of our common stock.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our annual report on Form 10-K for
the year ended June 30, 2000, as set forth in their report, which is
incorporated in this prospectus by reference. Our consolidated financial
statements are incorporated by reference in reliance on their report, given on
their authority as experts in accounting and auditing.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus
the information that we file with the SEC. This means that we can disclose
important information to you by referring you to those documents. Information
incorporated by reference is part of this prospectus. Information that we file
at a
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<PAGE> 12
future date with the SEC will update and supersede this information. For further
information about WMS Industries Inc. and our common stock, please read the
documents incorporated by reference below.
We incorporate by reference the documents listed below and any
documents that we file in the future with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until the termination of this
offering:
- our annual report on Form 10-K for the fiscal year ended June 30,
2000; and
- the description of our common stock contained in our registration
statement on Form 8-A (File No. 1-8300) filed on January 21, 1982.
We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered, a copy of any or all of the information that we
have incorporated by reference in this prospectus. You may request copies of
this information in writing or orally, and we will provide it at no cost. You
may contact us at our principal executive office: 3401 North California Avenue,
Chicago, IL 60618 (773) 961-1111, Attention: General Counsel.
WHERE YOU CAN FIND MORE INFORMATION
We have filed seven registration statements, and amendments to them, on
Form S-8 with the SEC concerning the Shares: File Nos. 333-______(filed on
September 27, 2000), 333-57585, 333-48698, 2-82186, 33-48363, 33-79146 and
333-06021. This prospectus constitutes a part of each of these registration
statements. We also file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy the registration
statements and any materials that we file at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Our documents may also be inspected at the offices of the NYSE, 20 Broad Street,
New York, New York 10005. The SEC maintains an Internet site that contains
reports, proxy and information statements and other information about issuers,
including us, that file electronically with the SEC. The SEC's web site is
located at: www.sec.gov.
-6-
<PAGE> 13
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on this 25th day of
September, 2000.
WMS INDUSTRIES INC.
By:/s/ Louis J. Nicastro
-------------------------
Louis J. Nicastro
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears
below hereby appoints Louis J. Nicastro and Orrin J. Edidin, and each of them
acting singly, as his attorney-in-fact, to sign on 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 DATE TITLE
--------- ---- -----
<S> <C> <C>
/s/ Louis J. Nicastro September 25, 2000 Chairman of the Board of Directors and
-------------------------- Chief Executive Officer (Principal Executive
Louis J. Nicastro Officer)
/s/ Scott D. Schweinfurth September 25, 2000 Executive Vice President, Chief Financial Officer
-------------------------- and Treasurer (Principal Financial and Principal
Scott D. Schweinfurth Accounting Officer)
/s/ Norman J. Menell September 25, 2000 Vice Chairman of the Board of Directors
--------------------------
Norman J. Menell
/s/ Neil D. Nicastro September 25, 2000 Director
--------------------------
Neil D. Nicastro
/s/ David M. Satz, Jr. September 25, 2000 Director
--------------------------
David M. Satz, Jr.
/s/ William C. Bartholomay September 25, 2000 Director
--------------------------
William C. Bartholomay
/s/ William E. McKenna September 25, 2000 Director
--------------------------
William E. McKenna
/s/ Harvey Reich September 25, 2000 Director
--------------------------
Harvey Reich
/s/ Ira S. Sheinfeld September 25, 2000 Director
--------------------------
Ira S. Sheinfeld
/s/ Donna B. More September 25, 2000 Director
--------------------------
Donna B. More
</TABLE>
<PAGE> 14
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 Amended and Restated Certificate of Incorporation of the Registrant
dated February 17, 1987; Certificate of Amendment dated January 28,
1993; and Certificate of Correction dated May 4, 1994, all
incorporated by reference to Exhibit 3(a) to the Registrant's
Annual Report on Form 10-K for the year ended June 30, 1994.
4.2 Rights Agreement, dated March 5, 1998 between the Registrant and
The Bank of New York, as Rights Agent, incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement on Form 8-A,
as filed with the Commission on March 25, 1998.
4.3 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Registrant, as filed with the Secretary of
State of the State of Delaware on February 25, 1998, incorporated
by reference to Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1998.
4.4 By-Laws of the Registrant, as amended and restated through June 26,
1996, incorporated by reference to Exhibit 3(b) to the Registrant's
Annual Report on From 10-K for the year ended June 30, 1996.
5 Opinion of Shack & Siegel, P.C., counsel for Registrant.
23.1 Consent of Shack & Siegel, P.C. (contained in the Opinion filed as
Exhibit 5 hereto).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (contained on the signature page hereof).
