Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective April 28, 2022, Light & Wonder, Inc., formerly known as Scientific
Games Corporation (the "Company"), completed its legal entity name change from
Scientific Games Corporation to Light & Wonder, Inc. The name change was made in
accordance with Section 92A.180 of the Nevada Revised Statutes (the "NRS") by
merging a wholly-owned subsidiary of the Company with and into the Company, with
the Company being the surviving corporation in the merger (the "Merger"). The
Company effectuated the Merger by filing Articles of Merger with the Secretary
of State of the State of Nevada. Pursuant to the Articles of Merger, the Company
amended its Amended and Restated Articles of Incorporation (the "Charter") to
change the Company's corporate name to Light & Wonder, Inc. With the exception
of the name change, there were no other changes to the Company's Charter. A copy
of the Articles of Merger as filed with the Secretary of State of the State of
Nevada is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
The Company's Board of Directors approved an amendment and restatement of the
Company's Amended and Restated Bylaws (the "Second Amended and Restated
Bylaws"), effective April 28, 2022, to (a) reflect the name change of the
Company, (b) conform the provisions relating to quorum and exclusive forum to
reflect changes to applicable law since the date such bylaws were adopted, and
(c) make certain other amendments reflecting clarifying, non-substantive,
administrative or procedural changes to modernize and update the bylaws
including to the provisions relating to indemnification and exculpation of
directors and officers and deemed notice and consent. The foregoing description
of the bylaws amendment is qualified in its entirety by reference to the copy of
the Second Amended and Restated Bylaws which is filed as Exhibit 3.2 to this
Current Report on Form 8-K.
Following the name change, all shares of the Company's common stock, $.001 par
value (the "Common Stock"), shall be uncertificated and shall be evidenced by a
book-entry system maintained by the registrar of such Common Stock, provided
that the issuance of uncertificated shares has no effect on existing
certificates for shares until surrendered and the Company may issue certificated
shares for some or all of any or all classes or series of its Common Stock to
any stockholder who so requests. The Company shall send a written statement to
each stockholder of record certifying the number of shares of Common Stock in
the Company owned by such stockholder and shall annually send a written
statement to stockholders of record confirming the information in the written
statement previously sent, to the extent required by law.
As of the opening of trading on April 29, 2022, the ticker symbol of the
Company's common stock on The Nasdaq Stock Market will be "LNW". The CUSIP
number of the Company's common stock will remain 80874P109. The Company's name
and ticker symbol changes do not affect the rights of the Company's security
holders, creditors, customers or suppliers.
Item 7.01. Regulation FD Disclosure.
On April 28, 2022, the Company issued a press release announcing the name and
ticker symbol changes. A copy of this press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The information contained in this Item 7.01 as well as in Exhibit 99.1 is
furnished and shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, and such information shall
not be deemed to be incorporated by reference into any of the Company's filings
under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Articles of Merger, filed with Secretary of State of the State of
Nevada, effective as of April 28, 2022.
3.2 Second Amended and Restated Bylaws of Light & Wonder, Inc., effective
as of April 28, 2022.
99.1 Press Release of the Company, dated April 28, 2022.
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