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): May 1, 2022



SciPlay Corporation
(Exact name of registrant as specified in its charter) 



Nevada
001-38889
83-2692460
(State or other jurisdiction
(Commission
(IRS Employer
 of incorporation)
File Number)
Identification No.)
  
6601 Bermuda Road, Las Vegas, NV 89119
(Address of registrant’s principal executive office)
 
(702) 897-7150
(Registrant’s telephone number, including area code)



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:

          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))


Securities registered pursuant to Section 12(b) of the Exchange Act:

 Title of each class
Trading symbol(s)
Name of each exchange on which registered
Class A common stock, par value $.001 per share
SCPL
The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

          Emerging growth company

          If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On May 1, 2022, the Board of Directors (the “Board”) of SciPlay Corporation (the “Company”) increased the size of the Board by one director from eight to nine directors and elected April Henry, Charles “CJ” Prober and Constance P. James as directors of the Company to fill the vacancies on the Board, each effective as of May 1, 2022.

Ms. Henry brings over two decades of experience advising global corporations across the technology industry on investments, mergers and acquisitions and global business development partnerships. A former Wall Street analyst from Morgan Stanley, she is currently the Founder and Managing Partner of Hawkeye Digital, a strategic consulting firm. April is also currently on the board of ATN International and is the EVP of Corporate Development for Science Inc, a top incubation and venture capital fund.

Mr. Prober brings over two decades of experience in the digital entertainment and gaming industries. From 2008-2014, he was a senior executive at Electronic Arts, one of the world’s leading digital entertainment companies, serving in various capacities, including head of corporate development and SVP, digital publishing. Mr. Prober joined Electronic Arts via the acquisition of BioWare/Pandemic, one of the world’s leading video game developers, where he served on the executive leadership team. He left Electronic Arts to join GoPro, Inc. where he served as COO. He currently serves as CEO of Tile, Inc., the leading mobile app-based smart location company, and as a board member at Life360, the leading mobile app-based family safety platform, which acquired Tile in January 2022.

Ms. James is a seasoned financial executive with nearly twenty years of gaming experience in financial and operational roles. She is currently EVP and CFO of Light & Wonder, Inc. (formerly known as Scientific Games Corporation), the largest shareholder of SciPlay, where she is one of the key architects of Light & Wonder’s strategic transformation to become the leading cross-platform global game company. Prior to joining Light & Wonder, she was a finance executive at Cargill Corporation, and previously she was CFO – Global Land Based Gaming at Aristocrat Leisure Limited, a gaming solutions provider based in Australia.

Ms. Henry and Mr. Prober are eligible to participate in all compensation plans applicable to non-employee members of the Board, including annual retainers and equity-based compensation (as described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 26, 2021). In connection with joining the Board, each of Ms. Henry and Mr. Prober will receive an annual grant of restricted stock units with a grant date value of $144,000, the same value received by the other non-employee directors of the Company in connection with the annual equity award to non-employee directors, which will vest one year from the date Ms. Henry and Mr. Prober commence their respective directorships. Ms. James is not expected to receive any compensation in respect of her services as a director of the Company and will instead continue to be compensated solely based on her status as an Executive Officer of Light & Wonder.

Item 7.01. Regulation FD Disclosure.

On May 2, 2022, the Company issued a press release announcing the election of Ms. Henry, Mr. Prober and Ms. James to the Board. A copy of the 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
     
 
     
104
 
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.



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.
 
 
 Date: May 2, 2022
SCIPLAY CORPORATION
 
     
 
 
By:
/s/ Daniel O’Quinn
 
 
 
 
 
Name:
Daniel O’Quinn
 
 
 
 
 
Title:
Interim Chief Financial Officer
 
 
Exhibit 99.1


SciPlay Board Elects Three New Directors

New Directors Bring Decades of Experience Across Technology, Gaming and
Digital Entertainment Industries

Increases Board to Nine Members

LAS VEGAS— (May 2, 2022)—SciPlay Corporation (NASDAQ: SCPL) (“SciPlay”), a leading developer and publisher of digital games on mobile and web platforms, today announced the appointment of April Henry, Charles “CJ” Prober and Constance “Connie” P. James to its Board of Directors, effective May 1, 2022. In connection with these appointments, the Board increased its size from eight to nine directors.

The new directors bring decades of relevant experience across the technology, gaming and digital entertainment industries:


Ms. Henry brings over two decades of experience advising global corporations across the technology industry on investments, mergers and acquisitions and global business development partnerships. A former Wall Street analyst from Morgan Stanley, she is currently the Founder and Managing Partner of Hawkeye Digital, a strategic consulting firm. April is also currently on the board of ATN International and is the EVP of Corporate Development for Science Inc, a top incubation and venture capital fund.


Mr. Prober brings over two decades of experience in the digital entertainment and gaming industries. From 2008-2014, he was a senior executive at Electronic Arts, one of the world’s leading digital entertainment companies, serving in various capacities, including head of corporate development and SVP, digital publishing. Mr. Prober joined Electronic Arts via the acquisition of BioWare/Pandemic, one of the world’s leading video game developers, where he served on the executive leadership team. He left Electronic Arts to join GoPro, Inc. where he served as COO. He currently serves as CEO of Tile, Inc., the leading mobile app-based smart location company, and as a board member at Life360, the leading mobile app-based family safety platform, which acquired Tile in January 2022.


Ms. James is a seasoned financial executive with nearly twenty years of gaming experience in financial and operational roles. She is currently EVP and CFO of Light & Wonder, Inc. (formerly known as Scientific Games Corporation), the largest shareholder of SciPlay, where she is one of the key architects of Light & Wonder’s strategic transformation to become the leading cross-platform global game company. Prior to joining Light & Wonder, she was a finance executive at Cargill Corporation, and previously she was CFO – Global Land Based Gaming at Aristocrat Leisure Limited, a gaming solutions provider based in Australia.

“I am excited to welcome a diverse group of proven leaders to SciPlay’s Board,” said Barry Cottle, Executive Chairman of the Board. “SciPlay is operating at the cutting edge of mobile games, and as we work to achieve our potential, having the right mix of perspectives in the boardroom matters. I look forward to working alongside April, CJ, Connie and our other board members to oversee SciPlay’s strategy to become a leading diversified global game developer and enhance value for our shareholders.”


“April, CJ and Connie bring decades of leadership experience in relevant industries and important strategic expertise that will enrich the Board’s oversight of the Company,” said Josh Wilson, Chief Executive Officer of SciPlay. “I am excited at the prospect of what the management team and our newly refreshed board can achieve together as we continue to execute our strategy and accelerate our growth.”

About SciPlay

SciPlay Corporation (NASDAQ: SCPL) is a leading developer and publisher of digital games on mobile and web platforms. SciPlay currently offers social casino games Jackpot Party® Casino, Gold Fish® Casino, Hot Shot Casino®, Quick Hit® Slots, MONOPOLY Slots, and 88 Fortunes® Slots, casual games Bingo Showdown®, Solitaire Pets Adventure, and Backgammon Live and a variety of hyper casual games such as Rob Master 3D, Deep Clean Inc. and Oh God!. All of SciPlay’s games are offered and played on multiple platforms, including Apple, Google, Facebook and Amazon. In addition to developing original games, SciPlay has access to a library of more than 1,500 real-world slot and table games provided by Light & Wonder (formerly known as Scientific Games Corporation) and its subsidiaries. For more information, please visit SciPlay.com.

All ® and © notices signify copyrights owned by and/or marks registered in the United States by SciPlay Games, LLC and/or SG Gaming, Inc., and or their respective affiliates.

© 2022 SciPlay Corporation. All Rights Reserved.

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