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): June 16, 2005
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WMS
INDUSTRIES INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-8300
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36-2814522
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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800
South Northpoint Blvd., Waukegan, Illinois
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60085
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(Address
of principal executive offices)
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(Zip
Code)
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Deferred
Stock Unit Awards
On
June
16, 2005, the Board of Directors of WMS Industries Inc. (the “Company”) approved
deferred stock unit awards under the WMS Industries Inc. 2005 Incentive Plan
(the “2005 Incentive Plan”) to the non-management members of our Board of
Directors. Messrs. Louis J. Nicastro, Norman J. Menell, Harold H. Bach, Jr.,
William C. Bartholomay, Neil D. Nicastro, Harvey Reich, Ira S. Sheinfeld
and
William J. Vareschi, Jr. were each granted 3,319 deferred stock units. The
awards are fully vested. The deferred stock unit awards represent the promise
of
the Company to issue a number of shares of common stock to each non-management
director when such director ceases to be a member of the Company’s Board of
Directors. The
Company will pay to holders of deferred stock units an amount in cash equal
to
dividends paid by the Company on a share of its common stock, if any, for
each
such unit; however such holders do not have the rights of a stockholder
including voting rights. The
deferred stock units are evidenced by a deferred
stock
unit agreement and subject to and conditioned upon all of the terms and
conditions of the 2005 Incentive Plan.
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.
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WMS
Industries Inc. |
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| Date:
June 20, 2005 |
By: |
/s/
Kathleen J. McJohn |
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Name: Kathleen
J. McJohn |
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Title: Vice
President, General Counsel and
Secretary |