Filed Pursuant to Rule 424(b)(3)
Registration No. 333-139425
PROSPECTUS SUPPLEMENT #2
Dated: September 3, 2009
To Prospectus dated December 15, 2006
WMS INDUSTRIES INC.
Up to 1,882,554 Shares
Common Stock, Par Value $.50
This prospectus supplement supplements our prospectus, dated December 15, 2006, relating to the resale by certain of our officers and directors of up to 1,882,554 shares of our common stock. The prospectus supplement should be read in conjunction with our prospectus, which must be delivered together with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.
Investing in our common stock involves risks. Please see “Risk Factors” on page 2 of the accompanying prospectus for a discussion of these risks.
SELLING STOCKHOLDERS
The following table sets forth information for each selling stockholder, based upon information available to us as of September 3, 2009. We undertake no obligation to update this information. Information about additional selling stockholders may be contained in supplements to the prospectus. The table below also sets forth “Shares Available to be Sold”, which represents the maximum number of Shares that could be sold under this prospectus by the holder assuming the vesting of all awards, achievement of all performance criteria and exercise of all options. The listing of shares under “Shares Available to be Sold” does not reflect a commitment by the stockholder to sell any or all of the stated number of Shares. The actual number of Shares to be sold, if any, shall be determined from time to time by each Selling Stockholder in his or her discretion. We have not been informed whether any selling stockholders intend to sell any Shares.
The table below supplements or amends the table of selling stockholders contained under the heading “Selling Stockholders” on pages 10-12 of the prospectus. The information set forth in the following table supersedes the information in the prospectus.
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| Name and Position |
Amount and Nature of Beneficial Ownership (1) |
Shares Available to be Sold (2) |
Shares Beneficially Owned After Offering |
Percent of Class After Offering (1) | ||||||
| Harold H. Bach, Jr. Director |
22,948 | 22,948 | — | * | ||||||
| Robert J. Bahash Director |
50,002 | 40,002 | 10,000 | * | ||||||
| Orrin J. Edidin President |
102,450 | 205,707 | — | * | ||||||
| Brian R. Gamache Chairman and Chief Executive Officer |
673,704 | (3) | 479,482 | 324,900 | (3) | * | ||||
| Kenneth Lochiatto Executive Vice President and Chief Operating Officer |
96,798 | 166,286 | — | * | ||||||
| Kathleen J. McJohn Vice President, General Counsel and Secretary |
50,987 | 78,559 | — | * | ||||||
| Patricia M. Nazemetz Director |
32,666 | 32,666 | — | * | ||||||
| John P. McNicholas, Jr. Vice President, Controller and Chief Accounting Officer |
36,021 | 54,675 | — | * | ||||||
| Louis J. Nicastro Founding Director |
34,273 | 34,273 | — | * | ||||||
| Neil D. Nicastro Director |
60,597 | 60,576 | 21 | * | ||||||
| Larry J. Pacey Executive Vice President and Chief Innovation Officer |
133,184 | 196,621 | — | * | ||||||
| Edward W. Rabin, Jr. Lead Director |
68,888 | (4) | 32,970 | 35,918 | (4) | * | ||||
| Scott D. Schweinfurth Executive Vice President, Chief Financial Officer and Treasurer |
264,878 | 335,267 | 1,500 | * | ||||||
| Ira S. Sheinfeld Director |
60,448 | 60,448 | — | * | ||||||
| Bobby Siller Director |
32,666 | 32,666 | — | * | ||||||
| William J. Vareschi, Jr. Director |
56,908 | 49,408 | 7,500 | * | ||||||
| * | Less than 1% |
| (1) | Based on 50,990,579 shares outstanding as of August 24, 2009. Includes shares subject to options that are currently exercisable or may become exercisable within 60 days, restricted stock, restricted stock units and deferred stock units. These shares are deemed outstanding for purposes of calculating the percentage of outstanding common stock owned by a person but are not deemed outstanding for the purpose of calculating the individual ownership percentage of any other person listed above. |
| (2) | “Shares available to be sold” consists of the following securities currently held by the individuals listed above: (i) shares of common stock already received upon vesting of restricted stock, exercise of options, vesting of restricted stock units or payout of equity-based performance units; (ii) restricted shares including shares of restricted stock, restricted stock units and restricted stock units with a performance component; (iii) shares of common stock underlying stock options, (iv) shares of common stock underlying deferred |
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units, and (v) shares of common stock which may be paid out under equity-based performance units. Equity-based performance units are reflected at 200% of the number of units awarded because these units may pay out a number of shares equal to up to 200% of the number of units awarded. See the below chart for an individual listing of such securities held by the individuals listed above which were received under the 1998 Non-Qualified Stock Option Plan, 2000 Stock Option Plan, 2002 Stock Option Plan, and the Amended and Restated 2005 Incentive Plan or in accordance with the antidilution provisions of such plans:
| Name and Title |
Common Stock |
Restricted Securities |
Stock Options | Deferred Units |
Equity-based Performance Units (100%) | |||||||
| Total | Exercisable | |||||||||||
| Harold H. Bach, Jr. |
— | 17,970 | 0 | 0 | 4,978 | — | ||||||
| Robert J. Bahash |
3,668 | 11,334 | 25,000 | 25,000 | — | — | ||||||
| Orrin J. Edidin |
8,066 | 39,899 | 117,660 | 54,485 | — | 20,041 | ||||||
| Brian R. Gamache |
34,926 | 82,185 | 286,261 | 231,693 | — | 38,055 | ||||||
| Kenneth Lochiatto |
— | 16,281 | 130,707 | 80,517 | — | 9,649 | ||||||
| Kathleen J. McJohn |
612 | 7,614 | 55,155 | 42,761 | — | 7,589 | ||||||
| Patricia M. Nazemetz |
— | 7,666 | 25,000 | 25,000 | — | — | ||||||
| John P. McNicholas, Jr. |
1,666 | 2,872 | 43,641 | 31,483 | — | 3,248 | ||||||
| Louis J. Nicastro |
— | 17,970 | 11,325 | 11,325 | 4,978 | — | ||||||
| Neil D. Nicastro |
3,668 | 17,970 | 33,960 | 33,960 | 4,978 | — | ||||||
| Larry J. Pacey |
— | 31,551 | 138,424 | 101,633 | — | 13,323 | ||||||
| Edward W. Rabin, Jr. |
— | 17,970 | 15,000 | 15,000 | — | — | ||||||
| Scott D. Schweinfurth |
14,358 | 20,530 | 268,221 | 228,490 | — | 16,079 | ||||||
| Ira S. Sheinfeld |
— | 17,970 | 37,500 | 37,500 | 4,978 | — | ||||||
| Bobby Siller |
— | 7,666 | 25,000 | 25,000 | — | — | ||||||
| William J. Vareschi, Jr. |
— | 17,970 | 26,460 | 26,460 | 4,978 | — | ||||||
| (3) | Includes 300,000 shares owned by Phyllis Redstone for which the reporting person has sole voting power but not dispositive power pursuant to a Voting Proxy Agreement. |
| (4) | Includes 32,168 shares held by the Edward Rabin Trust and 3,750 shares held by Mr. Rabin’s wife. Mr. Rabin disclaims beneficial ownership of the securities held by his wife, and this prospectus supplement shall not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
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