UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) April 27, 2001
0-13063
(Commission File Number)
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SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 81-0422894
(State of Incorporation) (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)
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Item 5. Other Events.
Change of Name
On April 27, 2001, Autotote Corporation (the "Company") changed its name
to Scientific Games Corporation and changed its trading symbol on the American
Stock Exchange to "SGM". The name change was effected by the merger with and
into the Company of the Company's wholly owned subsidiary, Scientific Games
Corporation II, and the contemporaneous name change of the Company to Scientific
Games Corporation. The merger and name change were approved and ratified by the
Company's Board of Directors by unanimous written consent on April 20, 2001 in
accordance with Section 253 of the General Corporation Law of the State of
Delaware.
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Index to Exhibits
Exhibit No. Description
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3.1 Certificate of Ownership and Merger, effective as of April 27,
2001.
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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/ Martin E. Schloss
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Martin E. Schloss
Vice President and Secretary
Date: April 27 , 2001
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Exhibit 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
OF
SCIENTIFIC GAMES CORPORATION II
(a Delaware corporation)
INTO
AUTOTOTE CORPORATION
(a Delaware corporation)
It is hereby certified that:
1. Autotote Corporation (the "Corporation") is a business
corporation of the State of Delaware.
2. The Corporation is the owner of all of the outstanding shares
of each class of stock of Scientific Games Corporation II, which is also a
business corporation of the State of Delaware.
3. On April 20th, 2001, the Board of Directors of the Corporation
duly adopted the following resolutions to merge Scientific Games Corporation II
with and into the Corporation:
RESOLVED, that Scientific Games Corporation II be merged with
and into the Corporation, and that all of the estate,
property, rights, privileges, powers and franchises of
Scientific Games Corporation II be vested in and held and
enjoyed by the Corporation as fully and entirely and without
change or diminution as the same were before held and enjoyed
by Scientific Games Corporation II in its name; and further
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RESOLVED, that the Corporation shall assume all of the
obligations of Scientific Games Corporation II; and further
RESOLVED, that the Corporation shall cause to be executed and
filed and/or recorded the documents prescribed by the laws of
the State of Delaware and by the laws of any other appropriate
jurisdiction, and shall cause to be performed all necessary
acts within the State of Delaware and within any other
appropriate jurisdiction, in connection with the foregoing
merger; and further
RESOLVED, that, as of the effective date of the foregoing
merger, the Corporation shall change its corporate name to
Scientific Games Corporation; and further
RESOLVED, that the effective time of the Certificate of
Ownership and Merger setting forth a copy of these
resolutions, and the time when the merger therein provided
for, shall become effective shall be 12:00 a.m., Eastern
Daylight Time, on the 27th day of April, 2001.
IN WITNESS WHEREOF, I have hereunto signed my name on behalf of the
Corporation, as of the 20th day of April, 2001.
AUTOTOTE CORPORATION
By: /s/ A. Lorne Weil
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Name: A. Lorne Weil
Title: President
ATTEST:
/s/ Martin E. Schloss
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Name: Martin E. Schloss
Title: Vice President
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