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): August 3, 2010
WMS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8300 | 36-2814522 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 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 2.02 | Results of Operations and Financial Condition. |
On August 3, 2010, WMS Industries Inc. (the “Corporation”) issued a press release relating to its results for the quarter and fiscal year ended June 30, 2010. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Shortly after the issuance of the August 3, 2010 press release, the Corporation held a conference call with investors, analysts and others further discussing fourth fiscal quarter and fiscal year financial results and financial guidance for fiscal 2011, including a question and answer period. A transcript of that conference call is being furnished with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
This information furnished under “Item 2.02. Results of Operations and Financial Condition”, including the exhibits related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.
| Item 8.01 | Other Events |
Additionally, on August 3, 2010, the Corporation announced that its Board of Directors had authorized the repurchase of $300 million of the Corporation’s common stock over three years. This new authorization terminated the $225,000,000 repurchase authorization initiated in August 2009 and remains in effect through August 2, 2013. Pursuant to the authorization, the Corporation may make purchases from time to time in the open market through block purchases or in privately negotiated transactions. A copy of the press release is furnished with this Current Report as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits |
| Exhibits |
Description | |
| 99.1 | Press Release of WMS Industries Inc. dated August 3, 2010 | |
| 99.2 | Transcript of WMS Industries Inc. Conference Call held on August 3, 2010 | |
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SIGNATURE
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. | ||
| /s/ Kathleen J. McJohn | ||
| Name: | Kathleen J. McJohn | |
| Title: | Vice President, General Counsel and Secretary | |
Date: August 6, 2010
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Exhibit Index
| Exhibits |
Description | |
| 99.1 | Press Release of WMS Industries Inc. dated August 3, 2010 | |
| 99.2 | Transcript of WMS Industries Inc. Conference Call held on August 3, 2010 | |
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