Edgar Filing: WMS INDUSTRIES INC /DE/

As filed with the Securities and Exchange Commission on May 6, 2002
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

WMS INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 36-2814522
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

800 SOUTH NORTHPOINT BOULEVARD, WAUKEGAN, IL
60085 (Address, including zip code, of Registrant's
principal executive offices)

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RESTRICTED STOCK AGREEMENT
(Full title of the Plan)
--------------------------

Orrin J. Edidin, Esq.
Executive Vice President, General Counsel,
Chief Operating Officer and Secretary
WMS Industries Inc.
800 South Northpoint Boulevard
Waukegan, Illinois 60085
(847) 785-3000
(Name and address, including zip code, and
telephone number, including area code, of agent for service)

Copy to:

Jeffrey N. Siegel, Esq.
Shack Siegel Katz Flaherty & Goodman P.C.
530 Fifth Avenue
New York, New York 10036
(212) 782-0700
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CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE FEE

----------------------------------------- ------------------ -------------------- --------------------- -------------

Common Stock, par value $.50(2)(3) 250,000 shares $ 14.40 $ 3,600,000 $ 0(4)(5)
========================================= ================== ==================== ===================== =============

(1) Pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminable number of shares
of common stock which may become issuable pursuant to the anti-dilution
provisions of the Restricted Stock Agreement between the Registrant and
Louis J. Nicastro, dated as of March 1, 2002 (the "Plan").

(2) In accordance with a Rights Agreement entered into between the
registrant and The Bank of New York, dated as of March 5, 1998, each
share of common stock is accompanied by certain stock purchase rights.

(3) The fee with respect to shares granted under the Plan is computed, in
accordance Rule 457(h)(1) under the Securities Act, based on the
average of the high and low prices of the registrant's common stock
reported on the New York Stock Exchange on May 1, 2002.

(4) The registration fee has been reduced by $331.20, which is being
offset, under Rule 457(p), against fees previously paid with the
Registrant's registration statement on Form S-3, File No. 333-83021,
initially filed on July 16, 1999. A total fee of $17,724.17 was paid
with that offering to register 4,025,000 shares, which were never sold
or issued in that offering. The registration statement was withdrawn
pursuant to Rule 477 on September 30, 1999.

(5) $8,995.07 was paid with registration statement no. 33-48363, relating
to 1,701,845 shares of common stock; $16,325.33 was paid with
registration statement no. 33-79146, relating to 2,198,902 shares of
common stock; $12,584.47 was paid with registration statement no.
333-06021, relating to 1,644,455 shares of common stock; $4,608.45 was
paid with registration statement no. 333-48697, relating to 515,360
shares of common stock; $905.65 was paid with registration statement
no. 333-57585, relating to 1,000,000 shares of common stock; $7,543.00
was paid with registration statement no. 333-46726, relating to
1,750,000 shares of common stock; and $4,930.00 was paid with
registration statement no. 333-55574, relating to 1,000,000 shares of
common stock. These shares are being carried forward in the combined
reoffer prospectus being filed herewith (to the extent that they are or
may be control or restricted securities). See the Rule 429 note
immediately below.

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As permitted by Rule 429 under the Securities Act of 1933, the
prospectus filed together with this registration statement is a combined resale
prospectus which shall be deemed a post-effective amendment to the registrant's
registration statements numbered 33-48363, 33-79146, 333-06021, 333-48697,
333-57585, 333-46726 and 333-55574, each on Form S-8.

EXPLANATORY NOTE

Registration statements numbered 33-48363, 33-79146, 333-06021,
333-48697, 333-57585, 333-46726 and 333-55574 were filed previously with the SEC
by the registrant to register shares of its common stock, par value $.50 per
share: (a) issued or issuable under its 1991 Stock Option Plan, as amended, its
1993 Stock Option Plan, as amended, its 1994 Stock Option Plan, as amended, its
1998 Non-Qualified Stock Option Plan, its 2000 Non-Qualified Stock Option Plan
and its 2000 Stock Option Plan (collectively, the "WMS Plans") and (b) issued to
optionholders in connection with the 1998 spinoff of registrant's interest in
Midway Games Inc. in accordance with the antidilution provisions of the WMS
Plans. This registration statement is being filed to: (1) register the shares of
common stock issued under the Restricted Stock Agreement between the Registrant
and Louis J. Nicastro, dated as of March 1, 2002 (the "Plan") and (2) file a
prospectus, as permitted by Form S-8 General Instruction C and Rule 429 under
the Securities Act, to be used for reoffers and resales by directors and
executive officers of WMS of shares purchased under any of the WMS Plans or the
Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified by Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1) under the
Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2001 and Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 2001 and December 31, 2001, and the description of the
registrant's common stock contained in the registrant's registration statement
on Form 8-A (File No. 1-8300) filed on January 21, 1982 pursuant to Section
12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), including all
exhibits thereto, are incorporated herein by reference and made a part of this
registration statement as of the date hereof.

All documents subsequently filed by the registrant under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of this
registration statement and prior to the termination of the offering of the
common stock offered hereby shall be deemed to be incorporated by reference into
this registration statement and to be a part hereof from the date of filing of
those documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the issuance of the shares of common stock offered
hereby will be passed upon for the registrant by Shack Siegel Katz Flaherty &
Goodman P.C., 530 Fifth Avenue, New York, New York 10036. As of May 3, 2002
shareholders of Shack Siegel Katz Flaherty & Goodman P.C. held options to
purchase 5,000 shares of common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant's authority to indemnify its officers and directors is
governed by the provisions of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), by the Amended and Restated Bylaws of the
registrant, as amended (the "Bylaws"), by the Restated Certificate of
Incorporation, as amended, of the registrant (the "Certificate of
Incorporation") and by certain indemnification agreements entered into with
officers and directors (the "Indemnity Agreements").

Under Section 145 of the DGCL, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and

amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action")) if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the registrant, and with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the registrant.

The Certificate of Incorporation and Bylaws of the registrant provide
that the registrant shall, to the fullest extent permitted by Section 145 of the
DGCL, (i) indemnify any and all persons whom it shall have power to indemnify
under said section from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said section, and (ii) advance
expenses related thereto to any and all said persons. The indemnification and
advancement of expenses provided for therein shall not be deemed to be exclusive
of any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in their official capacities and as to action in another capacity
while holding such offices, and shall continue as to persons who have ceased to
be directors, officers, employees or agents and shall inure to the benefit of
the heirs, executors and administrators of such person. In addition, the
Certificate of Incorporation of the registrant provides for the elimination of
personal liability of directors of the registrant to the registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director, to
the fullest extent permitted by the DGCL, as amended and supplemented.

Each Indemnity Agreement provides for the indemnification of the
officer or director, to the fullest extent permitted by the laws of the State of
Delaware, and obligate the registrant to provide the maximum protection allowed
under Delaware law. In addition, each Indemnity Agreement supplements and
increases such protection in certain respects.

The registrant has purchased a Directors, Officers and Corporate
liability insurance policy. The policy covers up to an aggregate amount of $20
million for losses of directors and officers of the registrant arising from
claims made against the directors or officers for any actual or alleged wrongful
act in their capacities as directors or officers of the registrant. The policy
also covers losses of the registrant for securities claims made against the
registrant and for the amount of any indemnification paid to directors and
officers, in each case up to the aggregate limit of $20 million.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant dated
February 17, 1987; Certificate of Amendment dated January 28,
1993; and Certificate of Correction dated

May 4, 1994, all incorporated by reference to Exhibit 3(a)
to the Registrant's Annual Report on Form 10-K for the year
ended June 30, 1994.

4.2 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant, as filed with
the Secretary of State of the State of Delaware on February
25, 1998, incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998.

4.3 Rights Agreement, dated March 5, 1998 between the Registrant
and The Bank of New York, as Rights Agent, incorporated by
reference to the Registrant's Registration Statement on Form
8-A, filed with the Commission on March 25, 1998.

4.4 By-Laws of the Registrant, as amended and restated through
June 26, 1996, incorporated by reference to Exhibit 3(b) to
the Registrant's Annual Report on Form 10-K for the year ended
June 30, 1996.

4.5 Restricted Stock Agreement dated March 1, 2002, between the
Registrant and Louis J. Nicastro.

5 Opinion of Shack Siegel Katz Flaherty & Goodman P.C., counsel
for the Registrant.

23.1 Consent of Shack Siegel Katz Flaherty & Goodman P.C.
(contained in the Opinion filed as Exhibit 5 hereto).

23.2 Consent of Ernst & Young LLP.

24 Power of Attorney (contained on the signature page hereof).

ITEM 9. UNDERTAKINGS.

a. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

b. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

h. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

RESALE PROSPECTUS

WMS INDUSTRIES INC.

1,650,047 SHARES

COMMON STOCK, PAR VALUE $.50

We design, manufacture and market gaming equipment. Our principal
executive office is located at 800 South Northpoint Boulevard, Waukegan,
Illinois 60085, telephone no. (847) 785-3000.

Our common stock is listed on the New York Stock Exchange under the
symbol "WMS".

Our officers and directors who are listed on page 3 below as "selling
stockholders" may sell up to the number of shares of our common stock listed in
the "Shares to be Sold" column opposite their names. Selling stockholders may
sell any of these shares at any time, but they are not required to sell any
shares. The selling stockholders acquired or may acquire the shares to be
offered by them under our employee benefit plans.

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PLEASE SEE "RISK FACTORS" ON PAGE 2 BELOW.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

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The date of this prospectus is May 6, 2002

ABOUT THIS PROSPECTUS

This prospectus relates to 1,650,047 shares (the "Shares") of our
common stock. The selling stockholders described in this prospectus may sell the
Shares until we terminate this offering. As used in this prospectus, the terms
"we," "us," "our" and "WMS" mean WMS Industries Inc., a Delaware corporation,
and its subsidiaries, unless the context indicates a different meaning.

We have agreed to pay the expenses incurred in registering the Shares,
including legal and accounting fees.

Most of the information about us that you need to know before you
invest in the Shares is not included in this prospectus. You should obtain and
read the information described below under the headings "Documents Incorporated
by Reference" and "Where You Can Find More Information" in order to get all the
important information about WMS.

RISK FACTORS

Some of the information incorporated by reference in this prospectus
contains "forward-looking statements," within the meaning of the federal
securities laws. These statements describe our plans and beliefs concerning
future business conditions and the outlook for WMS based on currently available
information. Our actual results could differ materially from those described in
the forward-looking statements due to a number of risks and uncertainties. These
risk factors include the following:

- a decline in the public acceptance of gaming;

- our ability to obtain and maintain regulatory approvals;

- our ability to introduce new gaming machines that achieve and
maintain market acceptance;

- our profitability depends heavily on recurring revenue
participation games;

- the gaming machine market is intensely competitive, and some of
our competitors have advantages over us;

- software anomalies and manipulation of our machines and software
may cost us money, burden our engineering and marketing
resources, involve us in litigation and adversely affect our
gaming licenses;

- our ability to resolve issues concerning software anomalies and
manipulation of our machines and software;

- patent infringement claims could limit or affect our ability to
market some of our current or new gaming machines;

- our growth may depend in part upon our ability to obtain and
retain licenses to use intellectual properties and licensors'
approvals of new products on a timely basis;

- we rely on our intellectual property and proprietary rights;

- we face risks associated with potential business acquisitions;

- we face risks associated with doing business in international
markets;

- we depend on our key personnel;

- we may have conflicts of interests with Midway Games Inc.;

- Sumner Redstone owns or controls over 25% of our common stock and
may dispose of it at any time;

- the use of our rights plan or blank check preferred stock would
inhibit the acquisition of WMS or have a dilutive effect on our
stock;

- the substantial number of shares available for sale in future
could have an adverse effect on the market price of our common
stock; and

- our stock price may be volatile;

as well as the more detailed descriptions and other items set forth under "Item
1. Business - Risk Factors" in our annual report on Form 10-K and in any more
recent documents incorporated in this prospectus by reference.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the common
stock offered by this prospectus, but we will receive the exercise price upon
the exercise of any options by the selling stockholders. We plan to use any such
proceeds for working capital purposes.

SELLING STOCKHOLDERS

This prospectus relates to Shares that are being registered for
reoffers and resales by selling stockholders who have acquired or may acquire
Shares under our stock option plans, as an adjustment to their options under our
plans or as a restricted stock grant. The selling stockholders may resell any or
all of the Shares at any time they choose while this prospectus is effective.

Executive officers and directors, their family members, trusts for
their benefit, or entities that they own, that acquire common stock under our
plans may be added to the selling stockholder list below by a prospectus
supplement filed with the SEC. The number of Shares to be sold by any selling
stockholder under this prospectus also may be increased or decreased by a
prospectus supplement. Non-affiliates who purchased restricted securities, as
these terms are defined in Rule 144(a) under the Securities Act, under any of
our employee benefit plans and who are not named below may use this prospectus
for the offer or sale of their common stock if they hold 1,000 shares or less.
Although a person's name is included in the table below, neither that person nor
we are making an admission that the named person is our "affiliate."

The information in the table below sets forth, for each selling
stockholder, based upon information available to us as of May 3, 2002, the
number of shares of our common stock beneficially owned before and after the
sale of the Shares, the maximum number of Shares to be sold and the percentage
of the outstanding shares of our common stock owned before and after the sale of
the Shares.

In the table below, "Shares to be Sold" represents the maximum number
of Shares that could be sold under this prospectus if the holder sold all of his
or her Shares, exercised all of his or her options when vested and sold the
underlying Shares. "SHARES TO BE SOLD" DOES NOT CONSTITUTE A COMMITMENT TO SELL
ANY OR ALL OF THE STATED NUMBER OF SHARES. The number of Shares to be sold, if
any, shall be determined from time to time by each Selling Stockholder in his or
her discretion. We have not been informed whether any selling stockholders
intend to sell any Shares.

Shares Percent of Class(1)
Amount and Nature Shares to Beneficially -------------------
of Beneficial be Owned After Before After
Name and Position Ownership (1) Sold Offering Offering Offering
------------------------------------------ ----------------- --------- ------------- -------- --------

Louis J. Nicastro 9,909,132(2) 250,000 9,659,132(2) 30.6% 29.9%
Chairman of the Board of Directors

Brian R. Gamache 234,998(3) 525,000 5,000 * *
President and Chief Executive Officer

Scott D. Schweinfurth 101,000(4) 150,000 1,000 * *
Executive Vice President, Chief
Financial Officer and Treasurer

Orrin J. Edidin 115,000(5) 175,000 0 * 0
Executive Vice President, General
Counsel, Chief Operating Officer and
Secretary
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Robert R. Rogowski 9,500(7) 34,000 0 * 0
Vice President of Finance
and Controller

Seamus McGill 71,750(6) 129,250 0 * 0
Executive Vice President of Sales and
Marketing for WMS Gaming Inc.

Norman J. Menell 32,947(8) 30,731 2,216 * *
Vice Chairman of the Board of
Directors

William C. Bartholomay 54,531(9) 35,731 18,800 * *
Director

William E. McKenna 101,280(10) 98,686 2,594 * *
Director

Donna B. More 50,000(11) 50,000 0 * 0
Director

Neil D. Nicastro 9,659,514(12) 5,000 9,654,514 30.1% 30.1%
Director

Harvey Reich 3,421(13) 3,421 0 * 0
Director

David M. Satz, Jr. 38,500(14) 37,500 1,000 * *
Director

Ira S. Sheinfeld 143,930(15) 125,728 18,202 * *
Director
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* Less than 1%

(1) Based on 32,092,807 shares outstanding as of May 2, 2002. Shares
issuable upon the exercise of options exercisable by a person within 60
days are deemed to be outstanding with respect to the calculation of
that person's percent of class.

(2) Includes 9,654,500 shares owned by Sumner M. Redstone and National
Amusements, Inc. for which the reporting person has shared voting power
but no dispositive power. Also includes 250,000 shares of restricted
stock over which Mr. Nicastro has voting power. Louis J. Nicastro is
the father of Neil D. Nicastro.

(3) Includes 229,998 shares underlying stock options.

(4) Includes 100,000 shares underlying stock options.

(5) Includes 115,000 shares underlying stock options.

(6) Represents 71,750 shares underlying stock options.

(7) Represents 9,500 shares underlying stock options.

(8) Includes 25,000 shares underlying stock options and 5,731 shares
acquired pursuant to the anti-dilution provisions of our stock option
plans.

(9) Includes 25,000 shares underlying stock options and 10,731 shares
acquired pursuant to the anti-dilution provisions of our stock option
plans.

(10) Includes 87,955 shares underlying stock options and 10,731 shares
acquired pursuant to the anti-dilution provisions of our stock option
plans.

(11) Represents 50,000 shares underlying stock options.

(12) Includes 9,654,500 shares owned by Sumner M. Redstone and National
Amusements, Inc. for which the reporting person has shared voting power
but no dispositive power. Also includes 5,000 shares underlying stock
options. Neil D. Nicastro, the son of Louis J. Nicastro, was our
President, Chief Executive Officer and Chief Operating Officer prior to
April 6, 1998.

(13) Shares acquired pursuant to the anti-dilution provisions of our stock
option plans.

(14) Includes 37,500 shares underlying stock options.

(15) Includes 125,728 shares underlying stock options.

PLAN OF DISTRIBUTION

The selling stockholders may sell the common stock only for their own
accounts. The Shares will be listed on the New York Stock Exchange, subject to
official notice of issuance. The selling stockholders, their donees or other
transferees and successors in interest permitted to use Form S-8, under General
Instruction A of Form S-8, may sell or transfer common stock for value in one or
more transactions on the New York Stock Exchange (or any successor stock
exchange), in negotiated transactions or in a combination of these methods of
sale, at market prices prevailing at the time of sale, at prices related to
those market prices or at prices otherwise negotiated.

The selling stockholders may effect transactions by selling Shares to
or through broker-dealers. Those broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the selling
stockholders and/or the purchasers of the Shares for whom the broker-dealers may
act as agents, which compensation may be more or less than customary
commissions. None of the selling stockholders, at the date of this prospectus,
has any agreement, arrangement or understanding with any broker or dealer to
sell any of the Shares. All selling and other expenses incurred by individual
selling stockholders will be borne by those selling stockholders.

Each Share is sold together with stock purchase rights. These rights
are described in a registration statement on Form 8-A (File No. 1-8300) which we
filed with the SEC on March 5, 1998. See "Documents Incorporated by Reference."

We do not know whether or not any of the selling stockholders will sell
any or all of their Shares under this prospectus. We may terminate this offering
without notice at any time.

LEGAL MATTERS

The validity of the Shares has been passed upon by our counsel, Shack
Siegel Katz Flaherty & Goodman P.C., New York, New York. As of May 3, 2002,
shareholders of Shack Siegel Katz Flaherty & Goodman P.C. hold options to
purchase 5,000 shares of our common stock.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our annual report on Form 10-K for
the year ended June 30, 2001, as set forth in their report, which is
incorporated in this prospectus by reference. Our consolidated financial
statements

and schedule are incorporated by reference in reliance on their report, given on
their authority as experts in accounting and auditing.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" into this prospectus
the information that we file with the SEC. This means that we can disclose
important information to you by referring you to those documents. Information
incorporated by reference is part of this prospectus. Information that we file
at a future date with the SEC will update and supersede this information. For
further information about WMS Industries Inc. and our common stock, please read
the documents incorporated by reference below.

We incorporate by reference the documents listed below and all
documents that we file in the future with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until the termination of this
offering:

- our annual report on Form 10-K for the fiscal year ended June 30,
2001;

- our quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2001;

- our quarterly report on Form 10-Q for the fiscal quarter ended
December 31, 2001; and

- the description of our common stock contained in our registration
statement on Form 8-A (File No. 1-8300) filed on January 21,
1982.

We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered, a copy of any or all of the information that we
have incorporated by reference in this prospectus. You may request copies of
this information in writing or orally, and we will provide it at no cost. You
may contact us at our principal executive office: 800 South Northpoint
Boulevard, Waukegan, Illinois 60085 (847) 785-3000, Attention: General Counsel.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus constitutes a part of each of eight registration
statements, and amendments to them, that we have filed on Form S-8 with the SEC
concerning the Shares: File Nos. 333-________ (filed on May 6, 2002), 333-55574,
333-46726, 333-57585, 333-48697, 33-48363, 33-79146 and 333-06021. We also file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy the registration statements and any
materials that we file at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. Our documents may
also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005. The SEC maintains an Internet site that contains reports, proxy and
information statements and other information about issuers, including us, that
file electronically with the SEC. The SEC's web site is located at: www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waukegan, State of Illinois on this 6th day of May,
2002.

WMS INDUSTRIES INC.

By: /s/ Brian R. Gamache
------------------------------
Brian R. Gamache, President and
Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature to this Registration Statement appears
below hereby appoints Louis J. Nicastro and Orrin J. Edidin, and each of them
acting singly, as his or her attorney-in-fact, to sign on his or her behalf
individually and in the capacity stated below and to file all amendments and
post-effective amendments to this Registration Statement, which amendment or
amendments may make such changes and additions to this Registration Statement as
such attorney-in-fact may deem necessary or appropriate.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE DATE TITLE
--------- ---- -----

/s/ Louis J. Nicastro May 6, 2002 Chairman of the Board of Directors
-------------------------------
Louis J. Nicastro

/s/ Brian R. Gamache May 6, 2002 President and Chief Executive Officer (Principal
------------------------------- Executive Officer)
Brian R. Gamache

/s/ Scott D. Schweinfurth May 6, 2002 Executive Vice President, Chief Financial Officer
------------------------------- and Treasurer (Principal Financial and Accounting
Scott D. Schweinfurth Officer)

/s/ Norman J. Menell May 6, 2002 Vice Chairman of the Board of Directors
-------------------------------
Norman J. Menell

/s/ William C. Bartholomay May 6, 2002 Director
-------------------------------
William C. Bartholomay

/s/ William E. McKenna May 6, 2002 Director
-------------------------------
William E. McKenna

/s/ Donna B. More May 6, 2002 Director
-------------------------------
Donna B. More

/s/ Neil D. Nicastro May 6, 2002 Director
-------------------------------
Neil D. Nicastro

/s/ Harvey Reich May 6, 2002 Director
-------------------------------
Harvey Reich

/s/ David M. Satz, Jr. May 6, 2002 Director
-------------------------------
David M. Satz, Jr.

/s/ Ira Sheinfeld May 6, 2002 Director
-------------------------------
Ira Sheinfeld

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------- -----------

4.1 Restated Certificate of Incorporation of the Registrant dated
February 17, 1987; Certificate of Amendment dated January 28,
1993; and Certificate of Correction dated May 4, 1994, all
incorporated by reference to Exhibit 3(a) to the Registrant's
Annual Report on Form 10-K for the year ended June 30, 1994.

4.5 Restricted Stock Agreement dated March 1, 2002, between the
Registrant and Louis J. Nicastro.

5 Opinion of Shack Siegel Katz Flaherty & Goodman P.C., counsel
for Registrant.

23.1 Consent of Shack Siegel Katz Flaherty & Goodman P.C.
(contained in the Opinion filed as Exhibit 5 hereto).

23.2 Consent of Ernst & Young LLP.

24 Power of Attorney (contained on the signature page hereof).