8-K

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): April 7, 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 April 7, 2022, the Board of Directors (the “Board”) of SciPlay Corporation (the “Company”) elected Nick Earl as a director of the Company to fill an existing vacancy on the Board, effective as of April 15, 2022.

Mr. Earl served as President and Chief Executive Officer and director of Glu Mobile Inc., a leading global developer and publisher of mobile games, from 2016 to 2021, and prior to that served as President of Global Studios of Glu Mobile from 2015 to 2016. Before joining Glu Mobile, from 2014 to 2015, Mr. Earl served as President of Worldwide Studios at Kabam, Inc., a world leader in massively multiplayer free-to-play games for mobile devices.  From 2001 to 2014, Mr. Earl served in several management positions at Electronic Arts Inc., a global leader in interactive entertainment, including most recently as Senior Vice President & General Manager of EA Mobile. From 1999 to 2001, Mr. Earl served as VP Product Development at Eidos Interactive. From 1993 to 1999, Mr. Earl served in several roles at The 3DO Company. Mr. Earl began his career at Reuters Australia and Hudson Soft Company, Ltd.

Mr. Earl is 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, Mr. Earl 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 Mr. Earl commences his directorship.

Item 7.01. Regulation FD Disclosure.

On April 12, 2022, the Company issued a press release announcing the election of Mr. Earl 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
99.1	Press Release of the Company, dated April 12, 2022.
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: April 12, 2022	SCIPLAY CORPORATION
	By:	/s/ Daniel O’Quinn
		Name:	Daniel O’Quinn
		Title:	Interim Chief Financial Officer

EX-99.1

Exhibit 99.1

SciPlay Appoints Nick Earl as Independent Director

Former CEO of Glu Mobile Inc. Brings Wealth of Mobile Gaming Experience

LAS VEGAS – (April 12, 2022) – SciPlay Corporation (NASDAQ: SCPL) (“SciPlay”), a leading developer and publisher of digital games on mobile and web platforms, today announced the appointment of Nick Earl to its Board of Directors (the “Board”), effective April 15, 2022. The addition of Mr. Earl brings the SciPlay Board to six members.

Mr. Earl brings more than two decades of gaming industry leadership experience, including substantial experience in casual gaming and building great games and franchises. He most recently served as Chief Executive Officer and Director of Glu Mobile Inc., the developer of successful mobile games such as Design Home and Kim Kardashian: Hollywood. Mr. Earl previously served as Senior Vice President of EA Mobile, where he oversaw the release of multiple leading mobile titles such as The Simpsons: Tapped Out.

“Nick is a gaming industry veteran, and we are thrilled to welcome him to the SciPlay Board,” said Barry Cottle, Executive Chairman of the Board. “Nick’s appointment reflects our commitment to refreshing the SciPlay Board with new, independent members that add skills and experience relevant to SciPlay’s strategy to build and operate the top mobile games in the world.”

“Nick has spent decades building global gaming organizations and leading the development of high-growth mobile and social games,” said Josh Wilson, Chief Executive Officer of SciPlay. “We look forward to benefitting from his insights and expertise as SciPlay advances its strategy to expand into the casual market and become a leading diversified global game developer to enhance value for all shareholders.”

About Nick Earl

Mr. Earl currently serves as a Senior Advisor to AviaGames, a global leader in mobile, social competitive gaming. Previously, Mr. Earl served as President, Chief Executive Officer and Director of Glu Mobile, Inc., a leading global developer and publisher of mobile games, from 2016 to 2021. Prior, he served as Glu Mobile’s President of Global Studios from 2015 to 2016. Before joining Glu Mobile, Mr. Earl served as President of Worldwide Studios at Kabam, Inc., a world leader in massively multiplayer free-to-play games for mobile devices. Previously, Mr. Earl spent over a decade with Electronic Arts Inc., where he served in several management positions including as Senior Vice President & General Manager of EA Mobile. Earlier in his career, Mr. Earl served as VP Product Development at Eidos Interactive.

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^® and Quick Hit^® Slots, MONOPOLY Slots, and 88 Fortunes^® Slots and casual games Bingo Showdown^®, Solitaire Pets^™ Adventure, and Backgammon Live. 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 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.

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” 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, 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 (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.

Contacts

Media:

media@scientificgames.com

XML

Document and Entity Information	Apr. 07, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 07, 2022
Entity Registrant Name	SCIPLAY CORPORATION
Entity Incorporation, State or Country Code	NV
Entity File Number	001-38889
Entity Tax Identification Number	83-2692460
Entity Address, Address Line One	6601 Bermuda Road
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89119
City Area Code	702
Local Phone Number	897-7150
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001760717
Title of 12(b) Security	Class A common stock, par value $.001 per share
Trading Symbol	SCPL
Security Exchange Name	NASDAQ