Case: 1:11-cv-03503 Document #: 60 Filed: 09/12/12 Page 1 of 72 PageID #:1333 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION WAYNE C. CONLEE, Individually and on ) No. 1:11-cv-03503-JBZ Behalf of All Other Similarly Situated, ) CLASS ACTION Plaintiff, vs. WMS INDUSTRIES INC., et al., Defendants. LEAD PLAINTIFF’S AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 759180_1 Case: 1:11-cv-03503 Document #: 60 Filed: 09/12/12 Page 2 of 72 PageID #:1334 TABLE OF CONTENTS Page I. INTRODUCTION AND OVERVIEW ...............................................................................1 II. JURISDICTION AND VENUE..........................................................................................7 III. PARTIES .............................................................................................................................7 A. Plaintiff 7 B. Defendants 8 IV. BACKGROUND TO THE CLASS PERIOD ...................................................................10 V. OVERVIEW OF DEFENDANTS’ CLASS PERIOD STATEMENTS............................12 VI. THE TRUTH BEGINS TO EMERGE..............................................................................24 VII. DEFENDANTS’ FALSE AND MISLEADING STATEMENTS ....................................34 A. Defendants’ False and Misleading Statements Concerning New Products 34 B. Defendants’ False and Misleading Statements Concerning Operational Improvements 44 C. Defendants’ False and Misleading Statement Concerning Guidance 47 VIII. ADDITIONAL SCIENTER ALLEGATIONS..................................................................54 A. Defendants Closely Monitored Real-Time Information Concerning Product Development, Regulatory Approvals, and Sales and Operational Issues 55 B. Confidential Witness Allegations 56 C. Suspicious Stock Transactions 60 IX. LOSS CAUSATION/ECONOMIC LOSS ........................................................................61 X. NO SAFE HARBOR .........................................................................................................62 XI. APPLICABILITY OF PRESUMPTION OF RELIANCE: FRAUD ON THE MARKET...........................................................................................................................63 XII. CLASS ACTION ALLEGATIONS ..................................................................................64 XIII. CAUSES OF ACTIONS....................................................................................................65 - i - 759180_1 Case: 1:11-cv-03503 Document #: 60 Filed: 09/12/12 Page 3 of 72 PageID #:1335 Page COUNT I For Violation of §10(b) of the 1934 Act And Rule 10b-5 Against All Defendants 65 COUNT II For Violation of §20(a) of the 1934 Act Against the Individual Defendants 66 XIV. PRAYER FOR RELIEF ....................................................................................................66 XV. DEMAND FOR JURY TRIAL .........................................................................................67 - ii - 759180_1 Case: 1:11-cv-03503 Document #: 60 Filed: 09/12/12 Page 4 of 72 PageID #:1336 I. INTRODUCTION AND OVERVIEW 1. By and through undersigned counsel, Lead Plaintiff Kenneth Zeitlin (“Plaintiff”) alleges the following against Defendants, upon personal knowledge as to those allegations concerning Plaintiff and, as to all other matters, upon information and belief based upon the investigation of counsel, which included, without limitation: (a) review and analysis of public filings made by WMS Industries Inc. (“WMS” or the “Company”) with the U.S. Securities and Exchange Commission (“SEC”); (b) review and analysis of press releases disseminated by WMS and/or certain of the Defendants; (c) review of news articles, analyst reports, and shareholder communications; (d) review of other publicly available information concerning WMS and the other Defendants; and (e) interviews with factual sources, including individuals formerly employed by WMS. 2. This is a securities fraud class action on behalf of all persons who purchased the common stock of WMS Industries Inc. (“WMS” or the “Company”) between September 21, 2010 and August 4, 2011, inclusive (the “Class Period”), against WMS and certain of its officers for violations of the Securities Exchange Act of 1934 (“1934 Act”). WMS is a Delaware corporation with its corporate headquarters in Waukegan, Illinois. The individual Defendants are Chief Executive Officer and Chairman of the Board of Directors Brian R. Gamache (“Gamache”), Chief Financial Officer Scott D. Schweinfurth (“Schweinfurth”), and President Orrin J. Edidin (“Edidin”). 3. WMS designs, manufactures and distributes both video and mechanical gaming machines to gambling venues worldwide. The Company derives substantial revenues through both the sale and lease of its gaming products, including slot machines. 4. By the beginning of the Class Period, the gaming industry was facing a dramatic slowdown. As a result of this slowdown, casino operators’ capital budgets were decreasing and the time by which casinos replaced their gaming machines (the “replacement cycle”) was lengthening. - 1 - 759180_1 Case: 1:11-cv-03503 Document #: 60 Filed: 09/12/12 Page 5 of 72 PageID #:1337 Despite the industry slowdown, Defendants issued financial guidance showing record growth in earnings and margins for Fiscal Year 2011 (July 1, 2010 to June 30, 2011, hereafter “FY11”). On September 21, 2010 and throughout the Class Period, Defendants assured investors that WMS was on track to achieve $830-$850 million in revenues and operating margins of 22.5%- 23% in FY11, compared to $765 million in revenues and operating margin of 21.9% in FY10. 6. Analysts were initially skeptical of WMS’ lofty guidance because the replacement cycle was not expected to improve in FY11. Defendants were expecting improvement in the replacement cycle to lift their revenues and margins in FY11, but, because the market would have discounted financial guidance based on improvement in the replacement cycle, Defendants claimed that WMS would achieve its lofty FY11 guidance, without “any real uptick in the replacement cycle,” and instead justified their guidance by claiming they had specific “levers” to drive revenue and margin growth. 7. The first lever Defendants touted was the purported launch of new, high margin products in FY11, including WMS’ WAGE-NET networked gaming technology, which Defendants proclaimed as the Company’s “golden goose” and the “next stage of casino gaming floor evolution.” Defendants represented that WAGE-NET would be available for “full commercial launch” in second quarter FY11 and would be “profitable from day one.” 8. Along with the launch of WAGE-NET, Defendants highlighted the release of other new gaming products that supposedly were on track to boost revenue and margin growth, primarily in the second half of the year. For example, Defendant Gamache told investors during a January 25, 2011 conference call that WMS “never had a back half of the year loaded with this kind of product launch, ever in the history of our company.” Gamache further claimed that WMS was on track to meet Defendants’ robust guidance because the Company would be “having literally a theme every month in the back half of the year come out.” - 2 - 759180_1 Case: 1:11-cv-03503 Document #: 60 Filed: 09/12/12 Page 6 of 72 PageID #:1338 9. Defendants not only claimed that WMS would sell more (increasing revenues to $830-$850 million), but that the Company would be more profitable (increasing margins to 22.5%- 23%) because the new products to be launched in the latter half of FY11 were “higher margin” products that would bolster the Company’s overall gross margin. Indeed, despite posting paltry 17% margins in the first half of FY11 (which was lower than FY11 guidance and lower than FY10 annual margins of 21.9%), Defendants assured investors that WMS was on track to launch more new products in the second half of FY11 than “ever in the history of the company” and issued second half FY11 guidance that effectively ramped up 4Q11 margins to an astonishing 29%, reflective of the quantity of new products that were purportedly on track to launch. 10. However, as would be revealed at the end of the Class Period, Defendants’ statements concerning new product launches and the resulting impact on FY11 revenues and margins were false and misleading. Rather than releasing the most new, high margin products in WMS’ history, Defendants admitted in April 2011 that WMS had released fewer new products than in FY10. Without the new, high margin product releases, WMS was essentially left with little to sell, other than used, low margin games, which caused margins to plummet to a meager 4.7% in 4Q11, far below the towering 29% margins promised and well below FY10 margins. Although total sales increased over FY10, WMS fell far short of achieving $830-$850 million in revenues, and the increased sales came with lower profitability, as annual margins fell from 21.9% to 14.1% in FY11. Defendants also lowered their guidance at the end of the Class Period, admitting that the revenue and margin growth had been dependent upon an uptick in the replacement cycle. 11. Unbeknownst to investors, WMS had been suffering significant development and process failures throughout the Class Period, which delayed regulatory submissions and commercialization of its FY11 product releases. The new products that Defendants claimed would be launched in FY11 were more technologically complex to develop and, since the technology