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): October 6, 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.

Succession of Chief Financial Officer

On October 13, 2022, SciPlay Corporation (the “Company”) announced that James Bombassei, age 59, will succeed Daniel O’Quinn as Chief Financial Officer and Secretary of the Company, effective December 1, 2022 (the “Transition”). Mr. O’Quinn will remain with the Company and will serve as Vice President, Finance.

Mr. Bombassei has served as Senior Vice President of Investor Relations at Light & Wonder, Inc. (“Light & Wonder”) since December 2020. Prior to joining Light & Wonder, Mr. Bombassei held multiple senior positions during his over 20-year tenure at global media and entertainment company Paramount Global, including Senior Vice President, Treasurer & Investor Relations. Mr. Bombassei began his career in Ernst & Young, LLP’s Audit practice and is a former CPA in the State of New York. Mr. Bombassei holds an MBA in Finance from New York University and a bachelor’s degree in Business and Economics from Lehigh University.

Employment Agreement with Mr. Bombassei

In connection with the Transition, the Company will enter into an employment agreement with Mr. Bombassei (the “Employment Agreement”), with a term beginning on December 1, 2022 and ending on November 30, 2025 (the “Term”), subject to automatic one-year extensions, and will provide that Mr. Bombassei will receive: (1) an annual base salary of $450,000; (2) an annual target bonus opportunity of 75% of his base salary; and (3) eligibility for annual equity awards with an aggregate grant date fair value of approximately 75% of his base salary.

The Employment Agreement will provide that, in the event of Mr. Bombassei’s termination of employment by the Company without “cause” or due to the expiration of the Term or by Mr. Bombassei for “good reason”, Mr. Bombassei will generally receive: (i) a pro rata bonus for the year of termination; (ii) cash severance equal to his base salary; and (iii) up to 12 months of continued COBRA coverage at the Company’s expense. The Employment Agreement will provide that Mr. Bombassei will be eligible to participate in the Company’s Senior Executive Incentive Plan beginning in 2023 and contain, among other things, a “best net cutback” provision in the event any payments or benefits to Mr. Bombassei would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, and restrictive covenants regarding non-competition, non-solicitation, non-disparagement and confidentiality.

In connection with entering into the Employment Agreement, within ten days after the Transition, Mr. Bombassei will receive a grant of Company restricted stock units with a grant date value of $500,000, vesting in three substantially equal annual installments on each of December 1, 2023, 2024 and 2025, which are intended in part to replace certain Light & Wonder equity that Mr. Bombassei will forfeit in connection with his appointment.

Item 7.01.  Regulation FD Disclosure.

On October 13, 2022, the Company issued a press release announcing that Mr. Bombassei will succeed Mr. O’Quinn as Chief Financial Officer and Secretary of the Company, effective December 1, 2022. 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
     

     
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:  October 13, 2022 SCIPLAY CORPORATION  
       
       

By:
/s/ Joshua J. Wilson
 
    Name: Joshua J. Wilson
 
    Title: Chief Executive Officer  
       


 

Exhibit 99.1



SciPlay Names Jim Bombassei as Chief Financial Officer

Las Vegas, October 13, 2022 —SciPlay Corporation (NASDAQ: SCPL) (“SciPlay” or the “Company”), one of the world’s leading mobile gaming companies, today announced the appointment of Jim Bombassei as Executive Vice President, Chief Financial Officer and Secretary, effective December 1, 2022.  As CFO, Mr. Bombassei will oversee the Company’s financial operations and partner with the leadership team and the business units on strategy and driving growth and value creation.

“SciPlay’s objective is to become the number one mobile gaming company in the world, and we are very excited to have Jim on board as we execute on our vision and continue to grow and expand,” said Josh Wilson, CEO, SciPlay.  “Jim is an accomplished and strategic financial executive with extensive global experience and a demonstrated track record of success across multiple industries.  He brings a broad perspective to SciPlay with his keen understanding of the investment community, capital markets and value creation.  As we advance on our strategy, Jim is the right leader for SciPlay’s finance organization.”

“I am thrilled to join SciPlay at this pivotal time for the Company,” said Jim Bombassei. “I am confident SciPlay is uniquely positioned to lead the industry and drive competitive differentiation. Drawn by the company’s strong culture of collaboration, innovation, and excellence, I see a compelling opportunity to drive significant growth and shareholder value and I look forward to partnering with Josh and the entire team to unlock SciPlay’s full potential.”

Mr. Bombassei has more than 25 years of experience in investor relations and corporate finance roles.  He currently serves as Senior Vice President of Investor Relations for Light & Wonder where he leads their global investor relations strategy and communications.  Prior to Light & Wonder, Mr. Bombassei held multiple senior positions during his 20+ year tenure at global media and entertainment company Paramount Global, including Senior Vice President, Treasurer & Investor Relations. Mr. Bombassei began his career in Ernst & Young’s Audit practice and is a former CPA in the State of New York.  Mr. Bombassei holds an MBA in Finance from New York University and a bachelor’s degree in Business and Economics from Lehigh University.

“SciPlay has one of the best executive leadership teams in the business glued by leadership stability and great company culture,” said Josh Wilson.  “We extend our gratitude to Daniel O’Quinn for providing SciPlay with his dedication, immeasurable guidance, and strategic contributions during his year as interim CFO.  We are happy to announce that Daniel will continue to serve as Interim CFO and Secretary until December and then continue leading our finance and accounting teams as VP, Finance.”

For more information about SciPlay, please visit sciplay.com.




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® CasinoGold Fish® CasinoQuick Hit® Slots88 Fortunes® Slots, MONOPOLY Slotsand Hot Shot Casino®, 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 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, Inc. (f/k/a 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, SG Gaming, Inc., or their respective affiliates.

© 2022 SciPlay Corporation. All Rights Reserved.

Forward-Looking Statements
In this press release, SciPlay makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “will,” “may,” “expect” and “should.” These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results, or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks, uncertainties and other factors, including those factors described in our filings with the Securities and Exchange Commission (the “SEC”), including SciPlay’s current reports on Form 8-K, quarterly reports on Form 10-Q and SciPlay’s most recent annual report on Form 10-K that was filed with the SEC on March 2, 2022 (including under the headings “Forward-Looking Statements” and “Risk Factors”). Forward-looking statements speak only as of the date they are made and, except for SciPlay’s ongoing obligations under the U.S. federal securities laws, SciPlay undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

Company Contacts:

For Media Inquiries:
For Investor Relations:
Andrea Schneider
Robert Weiner
Director, Global Communications
Vice President, Investor Relations
SciPlayPress@sciplay.com
SciPlayIR@sciplay.com

###