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 4, 2008
|
|
|
|
|
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
5, 2008, WMS Industries (the “Corporation”) issued a press release relating to
its results for the quarter and fiscal year ended June 30, 2008. 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 5, 2008 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, including a question and
answer period. A transcript of that conference call is being filed
with the SEC as Exhibit 99.2 to this Current Report 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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August
4, 2008, the Board of Directors, upon the recommendation of the Compensation
Committee, approved the amount of the annual cash bonuses to be awarded to
executive officers named in our proxy statement. Brian R. Gamache,
Orrin J. Edidin and Scott D. Schweinfurth will receive bonuses calculated based
on the Corporation’s financial performance for the fiscal year ended June 30,
2008 in accordance with bonus matrices for such period previously approved by
the Board of Directors. Kathleen J. McJohn and Patricia C. Barten
will receive bonuses in the amounts of $233,533 and $214,968, respectively,
based on the Corporation’s financial performance for the fiscal year ended June
30, 2008 in accordance with the bonus matrices for such period and a
discretionary portion based on individual performance. All such
bonuses will be payable when bonuses are paid generally to the Corporation’s
officers.
Item
8.01 Other Events
Additionally,
on August 5, 2008, the Corporation announced that its Board of Directors had
authorized the repurchase of up to $100 million of the Company’s common
stock. This authorization, which remains in effect through August 4,
2010, expands and extends the $50 million authorization under which
approximately $10 million remains available, making a total of approximately
$110 million available. Pursuant to the authorization, the Company
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 5,
2008
|
|
99.2
|
Transcript
of WMS Industries Inc. Conference Call held on August 5,
2008
|
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 8, 2008
Exhibit
Index
|
Exhibits
|
Description
|
|
|
99.1
|
Press
Release of WMS Industries Inc. dated August 5, 2008
|
|
99.2
|
Transcript
of WMS Industries Inc. Conference Call held on August 5,
2008
|
|
|
|