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): November 21, 2006
WMS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8300 36-2814522
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
800 South Northpoint Blvd., Waukegan, Illinois 60085
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 785-3000
--------------------------------------------------------------------------------
(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):
|_| 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment of Voting Proxy Agreement with Sumner M. Redstone
On November 20, 2006, with the approval of the Nevada gaming authorities, WMS
Industries Inc. (the "Corporation") entered into a third amendment (the
"Amendment") to that certain voting proxy agreement (the "Voting Proxy
Agreement"), dated August 25, 1995, by and between the Corporation, Mr. Sumner
M. Redstone, National Amusements, Inc., a Maryland corporation, and Mr. Neil D.
Nicastro, granting a voting proxy over any and all shares of common stock of WMS
Industries Inc. owned by Mr. Redstone and National Amusements, Inc. in favor of
Mr. Neil Nicastro, as proxyholder. Pursuant to the Amendment, Mr. Brian R.
Gamache, President, Chief Executive Officer and a member of the Board of
Directors of the Corporation, will replace Mr. Nicastro as proxy holder under
the Voting Proxy Agreement. A copy of the Amendment is attached as an exhibit
hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibits Description
-------- -----------
10.1 Third Amendment to Voting Proxy Agreement, effective as of
November 20, 2006, by and between Mr. Sumner M. Redstone,
National Amusements, Inc., Mr. Neil D. Nicastro, Mr. Brian R.
Gamache and WMS Industries Inc.
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.
WMS INDUSTRIES INC.
Date: November 21, 2006
/s/ Kathleen J. McJohn
----------------------------------
Kathleen J. McJohn
Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibits Description
-------- -----------
10.1 Third Amendment to Voting Proxy Agreement, effective as of
November 20, 2006, by and between Mr. Sumner M. Redstone,
National Amusements, Inc., Mr. Neil D. Nicastro, Mr. Brian R.
Gamache and WMS Industries Inc.