UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 9, 2003 0-13063 (Commission File Number) ------------------------------ 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) ------------------------------ ITEM 5. Other Events. In a Current Report on Form 8-K filed on January 24, 2003, Scientific Games Corporation (the "Company") reported that its indirect subsidiary, Scientific Games International, Inc. ("SGI"), acquired 8,616,738 shares of common stock of MDI Entertainment, Inc. ("MDI") on January 9, 2003 through a tender offer for $1.60 per share in cash, and completed, on January 17, 2003, a merger in which MDI became a wholly owned subsidiary of SGI. The Company has determined that historical financial statements of MDI and pro forma financial information giving effect to the acquisition of MDI are not required to be filed by amendment to the Form 8-K filed on January 24, 2003. 2 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 hereunto duly authorized. SCIENTIFIC GAMES CORPORATION By: /s/ DeWayne E. Laird -------------------------------- Name: DeWayne E. Laird Title: Vice President and Chief Financial Officer Dated: March 25, 2003 3