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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 30, 2004

0-13063
(Commission File Number)


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

Delaware
(State of Incorporation)
      81-0422894
(IRS Employer
Identification Number)

750 Lexington Avenue, New York, New York 10022
(Address of registrant's principal executive office)

(212) 754-2233
(Registrant's telephone number)

Not Applicable
(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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Section 8—Other Events

Item 8.01.    Other Events.

        In a Current Report on Form 8-K filed on November 13, 2003 (the "November 13 Form 8-K"), Scientific Games Corporation ("Scientific Games" or the "Company") reported that, on November 6, 2003, it acquired IGT OnLine Entertainment Systems, Inc. ("OES") from International Game Technology. On November 24, 2003, the Company filed an amendment on Form 8-K/A to the November 13 Form 8-K to add certain financial statement and pro forma financial information disclosure.

        In this Current Report on Form 8-K, the Company has elected to file unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2003 for Scientific Games and the fiscal year ended September 27, 2003 for OES.

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UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENT
OF SCIENTIFIC GAMES AND OES
(In Thousands)

        Set forth below is the unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2003 for Scientific Games Corporation ("Scientific Games" or the "Company") and for the fiscal year ended September 27, 2003 for Scientific Games Online Entertainment Systems, Inc. (formerly IGT OnLine Entertainment Systems, Inc., "OES").

        The unaudited pro forma condensed combined financial statement data should be read in conjunction with the historical consolidated financial statements and related notes thereto of Scientific Games included in its Form 10-K for the year ended December 31, 2003 and OES included in Scientific Games' Form 8-K filed February 2, 2004, respectively.

        The unaudited pro forma condensed combined statement of operations has been derived by application of pro forma adjustments to the combined historical statements of Scientific Games and OES, respectively, and give effect to the following (the "Transactions"):

        The summary unaudited pro forma condensed combined statement of operations gives effect to the Transactions as if each had occurred at the beginning of the periods presented (see Notes 1 and 3 to Unaudited Pro Forma Condensed Combined Statement of Operations). The Unaudited Pro Forma Condensed Combined Statement of Operations does not purport to represent what the Company's results of operations would have been if the Transactions listed above had actually occurred as of the dates indicated and is not intended to project the Company's results of operations for any future period.

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UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENT
OF SCIENTIFIC GAMES AND OES
(In Thousands)

        The unaudited pro forma condensed combined statement of operations does not include adjustments to reflect cost savings that the Company expects to realize following the acquisition of OES. The unaudited pro forma condensed combined statement of operations does not purport to represent what the Company's results of operations would have been if these transactions had actually occurred as of the dates indicated and is not intended to project the Company's results of operations for any future period.

4



UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF OPERATIONS
OF SCIENTIFIC GAMES AND OES
Twelve Months Ended December 31, 2003
(In Thousands, Except Per Share Amounts)

 
  Scientific
Games
Historical(1)

Twelve Months
Ended
December 31,
2003

  Less
Scientific
Games
OES(2)

Two Months
Ended
December 31,
2003

  Adjusted
Scientific
Games

Twelve Months
Ended
December 31,
2003

  OES
Historical(3)

Twelve Months
Ended
September 27,
2003

  Pro Forma
Adjustments(4)

  Pro Forma
Statement of Operations Data:                          
Operating revenues   $ 560,911   21,768   539,143   148,818     687,961
Operating expenses, exclusive of depreciation and amortization     323,812   11,240   312,572   95,044     407,616
Amortization of service contract software     5,312     5,312       5,312
   
 
 
 
 
 
Total gross profit     231,787   10,528   221,259   53,774     275,033
Selling, general and administrative expenses     80,074   3,875   76,199   23,070     99,269
Depreciation and amortization     42,373   2,344   40,029   7,755     47,784
   
 
 
 
 
 
Operating income     109,340   4,309   105,031   22,949     127,980
Interest expense     26,397   11   26,386   507   7,252 a 34,145
Early extinguishment of debt     293     293       293
Other expense     1,184   (7 ) 1,191       1,191
   
 
 
 
 
 
Income before income taxes     81,466   4,305   77,161   22,442   (7,252 ) 92,351
Income tax expense (benefit)     29,319   320   28,999   8,977   (2,611) b 35,365
   
 
 
 
 
 
Net income     52,147   3,985   48,162   13,465   (4,641 ) 56,986
Convertible preferred stock paid-in- kind dividend     7,661     7,661       7,661
   
 
 
 
 
 
Net income available to common stockholders   $ 44,486   3,985   40,501   13,465   (4,641 ) 49,325
   
 
 
 
 
 

Basic and diluted net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 
Basic net income available to common stockholders   $ 0.74                   0.82
   
                 
Diluted net income available to common stockholders   $ 0.59                   0.65
   
                 
Weighted average number of shares used in per share calculations:                          
Basic shares     60,010                   60,010
   
                 
Diluted shares     88,143                   88,143
   
                 

5



NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENTS OF OPERATIONS
OF SCIENTIFIC GAMES AND OES
Twelve Months Ended December 31, 2003
(In Thousands)

1.
The amounts in this column represent the consolidated results of operations of Scientific Games for the twelve months ended December 31, 2003 as reported in the historical consolidated financial statements of Scientific Games, adjusted as discussed below.

2.
The amounts in this column represent the OES portion of the consolidated results of operations of Scientific Games for the months of November and December 2003.

3.
The amounts in this column represent the combined results of operations of OES for the twelve months ended September 27, 2003 derived from the reported historical combined financial statements of OES. The amounts for OES represent the operations of IGT OnLine Entertainment Systems, Inc. and of the systems business of VLC, Inc., a subsidiary of International Game Technology. In January 2003, all assets and liabilities of the systems business of VLC, Inc. were transferred to IGT OnLine Entertainment Systems, Inc.

4.
The pro forma adjustments in this column reflect the following:

(a)
A net increase in interest expense attributable to an increase of $175,000 in borrowings under the 2003 Facility resulting from entering into a $462,825 Term C Loan, of which $287,825 was used to repay in full the existing Term B Loan, and the expense of the related financing costs, is as follows:

 
  Amount
  Interest
Rate

  Year Ended
December 31,
2003

   
Incremental Term Loan Financing:                    
Term C Loan   $ 462,825   4.458 % $ 20,633    
          4.025 %        
Repayment of Term B Loan     (287,825 ) 5.208 %   (14,990 )  
          4.775 %        
Expensed financing costs               898    
Deferred financing costs     3,794              
Amortization of deferred financing costs               711    
             
   
Total new interest expense             $ 7,252    
             
   

Interest rates on borrowings under the 2003 Facility are based, at the Company's option, on the prime rate or LIBOR plus a margin as specified.


The effect of a 0.125% change in the assumed interest rate on borrowings under the amended and restated senior credit facility would result in an approximate $583 change in the pro forma interest expense adjustment on an annual basis.

(b)
An increase in the income tax (benefit) based on the additional interest expense and expensed financing costs resulting from the borrowings as calculated in clause (a) of this Note 4, using an effective tax rate of 36%.


The pro forma condensed combined statement of operations does not reflect the effect of the elimination of estimated duplicative personnel and corporate costs.

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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, thereunto duly authorized.

    SCIENTIFIC GAMES CORPORATION

 

 

By:

/s/  
DEWAYNE E. LAIRD      
DeWayne E. Laird
Vice President and Chief Financial Officer
(principal financial and accounting officer)

Date: November 30, 2004

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QuickLinks

Section 8—Other Events
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENT OF SCIENTIFIC GAMES AND OES (In Thousands)
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENT OF SCIENTIFIC GAMES AND OES (In Thousands)
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS OF SCIENTIFIC GAMES AND OES Twelve Months Ended December 31, 2003 (In Thousands, Except Per Share Amounts)
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS OF SCIENTIFIC GAMES AND OES Twelve Months Ended December 31, 2003 (In Thousands)
SIGNATURES