Registration Rights Agreement, dated June 25, 2003



 



Exhibit 10.2


WMS INDUSTRIES INC.



2.75% Convertible Subordinated Notes due 2010



Registration Rights Agreement



June 25, 2003


CIBC World Markets Corp.

One World Financial Center

New York, New York 10281


Ladies and Gentlemen:



     WMS Industries Inc., a Delaware corporation (the “Company”), proposes to
issue and sell to the Purchaser (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) its 2.75% Convertible Subordinated
Notes due 2010 (the “Securities”). As an inducement to the Purchaser to enter
into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchaser thereunder, the Company agrees with the Purchaser
for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:




	 	1.	 	Definitions.





          (a)     Capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Purchase Agreement. As used in this
Registration Rights Agreement (the “Agreement”), the following defined terms
shall have the following meanings:



     “Affiliate” of any specified person means any other person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with such specified person. For purposes of this definition, control of a
person means the power, direct or indirect, to direct or cause the direction of
the management and policies of such person whether by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.


     “Commission” means the United States Securities and Exchange Commission,
or any other federal agency at the time administering the Exchange Act or the
Securities Act, whichever is the relevant statute for the particular
purpose.

     “Common Stock” means the Company’s common stock, par value $0.50 per
share.


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     “DTC” means The Depository Trust Company.


     “Effectiveness Period” has the meaning assigned thereto in Section 2(b)(i)
hereof.


     “Effective Time” means the date on which the Commission declares the Shelf
Registration Statement effective or on which the Shelf Registration Statement
otherwise becomes effective.


     “Electing Holder” has the meaning assigned thereto in Section 3(a)(iii)
hereof.


     “Exchange Act” means the United States Securities Exchange Act of 1934, as
amended.


     The term “holder” means, when used with respect to any Security, the
Holder (as defined in the Indenture) and, with respect to any Common Stock, the
record holder of such Common Stock.


     “Indenture” means the Indenture, dated as of June 25, 2003, between the
Company and BNY Midwest Trust Company, as amended and supplemented from time to
time in accordance with its terms.


     “Managing Underwriters” means the investment banker or investment bankers
and manager or managers that shall administer an underwritten offering, if any,
conducted pursuant to Section 7 hereof.


     “NASD Rules” means the rules of the National Association of Securities
Dealers, Inc., as amended from time to time.


     “Notice and Questionnaire” means a Notice of Registration Statement and
Selling Securityholder Questionnaire, substantially in the form of Exhibit A
attached hereto, relating to the Securities.


     The term “person” means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.


     “Prospectus” means the prospectus (including, without limitation, any
preliminary prospectus, any final prospectus and any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Securities Act)
included in the Shelf Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Shelf Registration Statement and
by all other amendments and supplements to such prospectus, including all
material incorporated by reference in such prospectus and all documents filed
after the date of such prospectus by the Company under the Exchange Act and
incorporated by reference therein.


     “Purchase Agreement” means the Purchase Agreement, dated as of June 20,
2003, between the Company and the Purchaser.


     “Purchaser” means CIBC World Markets Corp.


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     “Registrable Securities” means all or any portion of the Securities issued
from time to time under the Indenture and the shares of Common Stock issuable
upon conversion of such Securities; provided, however, that a security ceases
to be a Registrable Security when it is no longer a Restricted Security.


     “Restricted Security” means any Security or share of Common Stock issuable
upon conversion thereof except any such Security or share of Common Stock that
(i) has been registered pursuant to an effective registration statement under
the Securities Act and sold in a manner contemplated by the Shelf Registration
Statement, (ii) has been transferred in compliance with Rule 144 under the
Securities Act (or any successor provision thereto) or is transferable pursuant
to paragraph (k) of such Rule 144 (or any successor provision thereto) or (iii)
has otherwise been transferred and a new Security or share of Common Stock not
subject to transfer restrictions under the Securities Act has been delivered by
or on behalf of the Company in accordance with Section 2.6 of the Indenture.


     “Rules and Regulations” means the published rules and regulations of the
Commission promulgated under the Securities Act or the Exchange Act, as in
effect at any relevant time.


     “Securities Act” means the United States Securities Act of 1933, as
amended.


     “Shelf Registration” means a registration effected pursuant to Section 2
hereof.


     “Shelf Registration Statement” means a “shelf” registration statement
filed under the Securities Act providing for the registration of, and the sale
on a continuous or delayed basis by the holders of, all of the Registrable
Securities pursuant to Rule 415 under the Securities Act and/or any similar
rule that may be adopted by the Commission, filed by the Company pursuant to
the provisions of Section 2 of this Agreement, including the Prospectus
contained therein, any amendments and supplements to such registration
statement, including post-effective amendments, and all exhibits and all
material incorporated by reference in such registration statement.


     “Trust Indenture Act” means the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
as the same shall be amended from time to time.


     The term “underwriter” means any underwriter of Registrable Securities in
connection with an offering thereof under a Shelf Registration Statement.


          (b)     Wherever there is a reference in this Agreement to a percentage of the
“principal amount” of Registrable Securities or to a percentage of Registrable
Securities, Common Stock shall be treated as representing the principal amount
of Securities which was surrendered for conversion or exchange in order to
receive such number of shares of Common Stock.




	 	2.	 	Shelf Registration.



          (a)     The Company shall, on or prior to 90 calendar days after the Closing
Date (as defined in the Purchase Agreement), file with the Commission a Shelf
Registration Statement



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relating to the offer and sale of the Registrable Securities and,
thereafter, shall use its reasonable best efforts to cause such Shelf
Registration Statement to be declared effective under the Securities Act on or
prior to 180 calendar days after the Closing Date. The Shelf Registration
Statement shall provide for resales of all Registrable Securities held by
Electing Holders.


          (b)     The Company shall use its reasonable best efforts:




		
	 	          (i)     to keep the Shelf Registration Statement continuously effective
in order to permit the Prospectus to be usable by holders for resales of
Registrable Securities until the earlier of (A) the date on which there
are no outstanding Registrable Securities and (B) the expiration of the
holding period applicable to such Registrable Securities held by persons
that are not affiliates of the Company under Rule 144(k) of the
Securities Act or any successor previously subject to specific permitted
exceptions (such period being referred to herein as the “Effectiveness
Period”);




		
	 	          (ii)     after the Effective Time, promptly upon the request of any
holder of Registrable Securities that is not then an Electing Holder, to
take any action reasonably necessary to enable such holder to use the
Prospectus for resales of Registrable Securities, including without
limitation any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement; provided, however,
that nothing in this subparagraph shall relieve such holder of the
obligation to return a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(a) (ii) hereof; and




		
	 	          (iii)     if at any time the Securities are convertible into securities
other than Common Stock pursuant to Article Ten of the Indenture, the
Company shall, or shall cause any successor under the Indenture to, cause
such securities to be included in the Shelf Registration Statement no
later than the date on which the Securities may then be convertible into
such securities.




	 	3.	 	Registration Procedures.



          (a)     In connection with the Shelf Registration Statement, the following
provisions shall apply:




		
	 	          (i)     Within 30 calendar days after the Closing Date, the Company
shall mail the Notice and Questionnaire to the holders of Registrable
Securities. Holders of Registrable Securities shall have at least 20
calendar days from the date on which the Notice and Questionnaire is
first mailed to such holders to return a completed and signed Notice and
Questionnaire to the Company. No holder shall be entitled to be named as
a selling securityholder in the Shelf Registration Statement as of the
Effective Time. At the time the Shelf Registration Statement is declared
effective, each Electing Holder shall be named as a selling
securityholder in the Shelf Registration Statement, and no holder shall
be entitled to use the Prospectus for offers of Registrable Securities at
any time unless such holder has returned a completed and signed Notice
and Questionnaire to the Company by the deadline for response set forth
therein.




		
	 	          (ii)     After the Effective Time, the Company shall, upon the request
of



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	 	any holder of Registrable Securities that is not then an Electing
Holder, promptly send a Notice and Questionnaire to such holder. The
Company shall not be required to take any action to name such holder as a
selling securityholder in the Shelf Registration Statement or to enable
such holder to use the Prospectus for resales of Registrable Securities
until such holder has returned a completed and signed Notice and
Questionnaire to the Company.




		
	 	          (iii)     The term “Electing Holder” shall mean any holder of
Registrable Securities that has returned a completed and signed Notice
and Questionnaire to the Company in accordance with Section 3(a)(i) or
3(a)(ii) hereof.



          (b)     The Company shall furnish to each Electing Holder, counsel to the
Electing Holders, and the Managing Underwriters, if any, no fewer than five
Business Days prior to the initial filing of the Shelf Registration Statement,
a copy of such Shelf Registration Statement, and shall furnish to such holders,
counsel to such holders, and the Managing Underwriters, if any, no fewer than
two Business Days prior to the filing of any amendment or supplement to the
Prospectus, a copy of such amendment or supplement and shall use all reasonable
efforts to reflect in each such document when so filed with the Commission such
comments as such holders and their respective counsel reasonably may propose;
provided, however, that the Company shall make the final decision as to the
form and content of each such document. If any such Shelf Registration
Statement refers to any Electing Holder by name or otherwise as the holder of
any securities of the Company, then such Electing Holder shall have the right
to require (i) the insertion therein of language, in form and substance
reasonably satisfactory to such Electing Holder, to the effect that the holding
by such Electing Holder of such securities is not to be construed as a
recommendation by such Electing Holder of the investment quality of the
Company’s securities covered thereby and that such holding does not imply that
such Electing Holder will assist in meeting any future financial requirements
of the Company or (ii) in the event that such reference to such Electing Holder
by name or otherwise is not required by the Securities Act or any similar
Federal statute then in force, the deletion of the reference to such Electing
Holder in any amendment or supplement to the Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.



          (c)     From the date hereof until the end of the Effectiveness Period, the
Company shall (subject to paragraph (j) below) promptly take such action as may
be necessary so that (i) each of the Shelf Registration Statement and any
amendment thereto and the Prospectus and any amendment or supplement thereto
(and each report or other document incorporated by reference therein in each
case) complies in all material respects with the Securities Act and the
Exchange Act and the respective rules and regulations thereunder, (ii) each of
the Shelf Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, not misleading and (iii) each of the Prospectus and any
supplement to the Prospectus does not at any time during the Effectiveness
Period include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.



          (d)     The Company shall promptly advise each Electing Holder, and shall



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confirm such advice in writing if so requested by any such holder (which
notice pursuant to clauses (ii) through (iv) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the requisite changes
have been made):



		
	 	     (i)     when the Shelf Registration Statement and any amendment thereto
has been filed with the Commission and when the Shelf Registration
Statement or any post-effective amendment thereto has become effective;


	 	 
	 	     (ii)     of the issuance by the Commission of any stop order suspending
the effectiveness of the Shelf Registration Statement or the initiation
of any proceedings for such purpose;





		
	 	     (iii)     of the receipt by the Company of any notification with respect
to the suspension of the qualification of the securities included in the
Shelf Registration Statement for sale in any jurisdiction or the
initiation of any proceeding for such purpose; and




		
	 	     (iv)     if changes in the Shelf Registration Statement or the
Prospectus are required in order that the Shelf Registration Statement
and Prospectus do not contain an untrue statement of a material fact and
do not omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus,
in light of the circumstances under which they were made) not misleading.



          (e)     The Company shall use all reasonable efforts to prevent the issuance,
and if issued to obtain the withdrawal, of any order suspending the
effectiveness of the Shelf Registration Statement at the earliest possible
time.



          (f)     The Company shall furnish to each requesting Electing Holder, without
charge, at least one copy of the Shelf Registration Statement and all
post-effective amendments thereto, including financial statements and
schedules, and, if such holder so requests in writing, all reports, other
documents and exhibits that are filed with or incorporated by reference in the
Shelf Registration Statement.



          (g)     The Company shall, during the Effectiveness Period, deliver to each
Electing Holder, without charge, as many copies of the Prospectus (including
each preliminary Prospectus) and any amendment or supplement thereto as such
Electing Holder may reasonably request; and the Company consents (except during
the continuance of any event described in Section 3(d)(ii)-(iv) above) to the
use of the Prospectus and any amendment or supplement thereto by each of the
Electing Holders in connection with the offering and sale of the Registrable
Securities covered by the Prospectus and any amendment or supplement thereto
during the Effectiveness Period.



          (h)     Prior to any offering of Registrable Securities pursuant to the Shelf
Registration Statement, the Company shall (i) register or qualify or cooperate
with the Electing Holders and a single counsel for the Electing Holders in
connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or “blue sky” laws of such
jurisdictions within the United States as any Electing Holder may reasonably
request, (ii) keep such registrations or qualifications in effect and comply
with such laws so as to



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permit the continuance of offers and sales in such jurisdictions for so
long as may be necessary to enable any Electing Holder or underwriter, if any,
to complete its distribution of Registrable Securities pursuant to the Shelf
Registration Statement, and (iii) take any and all other actions necessary or
advisable to enable the disposition in such jurisdictions of such Registrable
Securities; provided, however, that in no event shall the Company be obligated
to (A) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for
this Section 3(h) or (B) file any general consent to service of process in any
jurisdiction where it is not as of the date hereof so subject.


          (i)     The Company shall cooperate with the Electing Holders to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities sold pursuant to the Shelf Registration Statement, which
certificates shall not bear any restrictive legends and, if so required by any
securities exchange upon which any Registrable Securities are listed, shall be
penned, lithographed or engraved, or produced by any combination of such
methods, on steel engraved borders, and which certificates shall be free of any
restrictive legends and in such permitted denominations and registered in such
names as Electing Holders may request in connection with the sale of
Registrable Securities pursuant to the Shelf Registration Statement.



          (j)     Upon the occurrence of any fact or event contemplated by paragraph
3(d)(iv) above, the Company shall (subject to the next sentence) promptly
prepare a post-effective amendment or supplement to the Shelf Registration
Statement or the Prospectus, or any document incorporated therein by reference,
or file any other required document so that, as thereafter delivered to
purchasers of the Registrable Securities included therein, the Prospectus will
not include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If the Company
notifies the Electing Holders in accordance with clauses (ii) through (iv) of
paragraph 3(d) above to suspend the use of the Prospectus until the requisite
changes to the Prospectus have been made, then each Electing Holder shall
suspend the use of the Prospectus and keep the notification provided pursuant
to paragraph 3(d) above confidential until (i) such Electing Holder has
received copies of the supplemented or amended Prospectus contemplated by the
preceding sentence or (ii) such Electing Holder is advised in writing by the
Company that the use of the Prospectus may be resumed and has received copies
of any additional or supplemental filings that are incorporated by reference in
the Prospectus. Notwithstanding the foregoing, but subject to Section 7
hereof, the Company shall not be required to amend or supplement the Shelf
Registration Statement, any related Prospectus or any document incorporated by
reference for a period not to exceed 60 consecutive days if the Company is in
possession of material non-public information the disclosure of which would
have a material adverse effect on the business, operations, prospects,
condition (financial or otherwise) of the Company and its subsidiaries, taken
as a whole.



          (k)     Not later than the Effective Time, the Company shall provide a CUSIP
number for the Registrable Securities that are debt securities.



          (l)     The Company shall use all reasonable efforts to comply with all
applicable Rules and Regulations, and to make generally available to its
securityholders as soon as practicable, but in any event not later than
eighteen months after (i) the effective date (as defined in Rule 158(c) under
the Securities Act) of the Shelf Registration Statement, (ii) the effective



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date of each post-effective amendment to the Shelf Registration Statement,
and (iii) the date of each filing by the Company with the Commission of an
Annual Report on Form 10-K that is incorporated by reference in the Shelf
Registration Statement, an earnings statement of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act and the Rules
and Regulations of the Commission thereunder (including, at the option of the
Company, Rule 158).


          (m)     Not later than the Effective Time, the Company shall cause the
Indenture to be qualified under the Trust Indenture Act; in connection with
such qualification, the Company shall cooperate with the Trustee under the
Indenture and the Holders (as defined in the Indenture) to effect such changes
to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and the Company shall
execute, and shall use all reasonable efforts to cause the Trustee to execute,
all documents that may be required to effect such changes and all other forms
and documents required to be filed with the Commission to enable such Indenture
to be so qualified in a timely manner. In the event that any such amendment or
modification referred to in this Section 3(m) involves the appointment of a new
trustee under the Indenture, the Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.



          (n)     In the event of an underwritten offering conducted pursuant to Section
7 hereof, the Company shall (subject to paragraph 3(j) above), if requested,
promptly include or incorporate in a Prospectus supplement or post-effective
amendment to the Shelf Registration Statement such information as the Managing
Underwriters reasonably agree should be included therein and to which the
Company does not reasonably object and shall (subject to paragraph 3(j) above)
make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after it is notified of the matters to be
included or incorporated in such Prospectus supplement or post-effective
amendment.



          (o)     The Company shall enter into such customary agreements (including an
underwriting agreement in customary form in the event of an underwritten
offering conducted pursuant to Section 7 hereof) and take all other appropriate
action in order to expedite and facilitate the registration and disposition of
the Registrable Securities, and in connection therewith, if an underwriting
agreement is entered into, cause the same to contain indemnification provisions
and procedures substantially identical to those set forth in Section 5 hereof
with respect to all parties to be indemnified pursuant to Section 5 hereof;
provided, however, the Company shall not be required to facilitate an
underwritten offering pursuant to the Shelf Registration Statement by any
holders unless the offering relates to at least $15,000,000 principal amount of
Securities or the equivalent number of shares of Common Stock in which such
Securities are convertible.



          (p)     The Company shall:




		
	 	          (i)(A) make reasonably available for inspection by requesting
Electing Holders, any underwriter participating in any disposition
pursuant to the Shelf Registration Statement, and any attorney selected
in accordance with Section 4(b) hereof, one accountant and any other
agent retained by such holders or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties
of the



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	 	Company and its subsidiaries and (B) cause the Company’s officers,
directors and employees to supply all information reasonably requested by
such holders or any such underwriter, attorney, accountant or agent in
connection with the Shelf Registration Statement, in each case, as is
customary for similar due diligence examinations; provided, however, that
all records, information and documents that are designated in writing by
the Company, in good faith, as confidential shall be kept confidential by
such holders and any such underwriter, attorney, accountant or agent,
unless such disclosure is made in connection with a court proceeding or
required by law, or such records, information or documents become
available to the public generally or through a third party without an
accompanying obligation of confidentiality; and provided further that, if
the foregoing inspection and information gathering would otherwise
disrupt the Company’s conduct of its business, such inspection and
information gathering shall, to the greatest extent possible, be
coordinated on behalf of the requesting Electing Holders and the other
parties entitled thereto by one counsel designated by and on behalf of
Electing Holders and other parties;




		
	 	          (ii)     in connection with any underwritten offering conducted pursuant
to Section 7 hereof, make such representations and warranties to the
Electing Holders participating in such underwritten offering and to the
Managing Underwriters, in form, substance and scope as are customarily
made by the Company to underwriters in primary underwritten offerings of
equity and convertible debt securities;




		
	 	          (iii)     in connection with any underwritten offering conducted
pursuant to Section 7 hereof, obtain opinions of counsel to the Company
(which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the Managing Underwriters) addressed to the
Managing Underwriters and each requesting Electing Holder, covering such
matters as are customarily covered in opinions requested in primary
underwritten offerings of equity and convertible debt securities and such
other matters as may be reasonably requested by such Electing Holders and
underwriters (it being agreed that the matters to be covered by such
opinions shall include, without limitation, as of the date of the opinion
and as of the Effective Time or the date of the most recent
post-effective amendment thereto, as the case may be, the absence from
the Shelf Registration Statement and the Prospectus, including the
documents incorporated by reference therein, of an untrue statement of a
material fact or the omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not
misleading);




		
	 	          (iv)     in connection with any underwritten offering conducted pursuant
to Section 7 hereof, obtain “cold comfort” letters and updates thereof
from the independent public accountants of the Company (and, if
necessary, from the independent public accountants of any subsidiary of
the Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to be,
included in the Shelf Registration Statement), addressed to the Managing
Underwriters and each requesting Electing Holder (if such Electing Holder
has provided such letter, representations or documentation, if any,
required for such cold comfort letter to be so addressed) and the
underwriters, in customary form and covering matters of the type



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	 	customarily covered in “cold comfort” letters in connection with
primary underwritten offerings;




		
	 	          (v)     in connection with any underwritten offering conducted pursuant
to Section 7 hereof, deliver such documents and certificates as may be
reasonably requested by any Electing Holders and the Managing
Underwriters, if any, including without limitation certificates to
evidence compliance with Section 3(j) hereof and with any conditions
contained in the underwriting agreement or other agreements entered into
by the Company.



          (q)     The Company will use all reasonable efforts to cause the Common Stock
issuable upon conversion of the Securities to be listed for quotation on the
New York Stock Exchange or other stock exchange or trading system, if any, on
which the Common Stock primarily trades on or prior to the Effective Time.



          (r)     The Company shall use all reasonable efforts to take all other steps
necessary to effect the registration, offering and sale of the Registrable
Securities covered by the Shelf Registration Statement contemplated hereby.




	 	4.	 	Registration Expenses.



          (a)     All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by it whether or not any
Shelf Registration Statement is filed or becomes effective and whether or not
any securities are issued or sold pursuant to any Shelf Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include,
without limitation, (i) all registration and filing fees (including without
limitation fees and expenses (A) with respect to filings required to be made
with the National Association of Securities Dealers, Inc. (the “NASD”) and (B)
in compliance with securities or Blue Sky laws (including without limitation
and in addition to that provided for in (b) below, reasonable fees and
disbursements of counsel for the underwriters or counsel for the holders of
Registrable Securities in connection with NASD filings and Blue Sky
qualifications of the Registrable Securities )), (ii) printing expenses
(including without limitation expenses of printing certificates for Registrable
Securities in a form eligible for deposit with DTC and of printing Prospectuses
if the printing of Prospectuses is requested by the Managing Underwriters, if
any, but excluding expenses incurred as a result of a material misstatement
provided by an Electing Holder requiring reprinting of a Prospectus), (iii)
messenger, telephone and delivery expenses, (iv) in the event of an
underwritten offering of Registrable Securities conducted pursuant to Section 7
hereof, or if in any other event the Company requires that inspection and
information gathering be coordinated by counsel for the Electing Holders as
provided in Section 3(p)(i) hereof, the Company shall pay the fees and
disbursements of counsel for the Company and one counsel for the holders of
Registrable Securities, in accordance with the provisions of Section 4(b)
hereof, (v) fees and disbursements of all independent certified public
accountants referred to in Section 3(p)(iv) hereof (including without
limitation the expenses of any special audit and “cold comfort” letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Company desires such insurance, and (vii) fees and expenses
of all other persons retained by the Company. In addition, the Company shall
pay its internal expenses (including without limitation all salaries and
expenses of its officers and employees performing



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legal or accounting duties), the expense of any annual audit, and the fees
and expenses incurred in connection with the listing of the securities on the
New York Stock Exchange. Notwithstanding the foregoing or anything in this
Agreement to the contrary, each holder of the Registrable Securities being
registered shall pay all commissions, placement agent fees and underwriting
discounts and commissions with respect to any Registrable Securities sold by it
and the fees and disbursements of any counsel or other advisors or experts
retained by such holders (severally or jointly), other than counsel and local
counsel referred to in clause (iv) above.


          (b)     In connection with any registration hereunder, the Company shall
reimburse the holders of the Registrable Securities being registered in such
registration for the reasonable fees and disbursements of not more than one
counsel chosen by the holders of a majority in amount of the Registrable
Securities (determined on a fully converted basis) for whose benefit the
applicable Shelf Registration Statement is being prepared.




	5.	 	Indemnification and Contribution.



          (a)     Indemnification by the Company. Upon the registration of the
Registrable Securities pursuant to Section 2 hereof, the Company shall
indemnify and hold harmless each Electing Holder and each underwriter, selling
agent or other securities professional, if any, which facilitates the
disposition of Registrable Securities, and each of their respective officers
and directors and each person who controls such Electing Holder, underwriter,
selling agent or other securities professional within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act (each such person being
sometimes referred to as an “Indemnified Person”) against any losses, claims,
damages or liabilities, joint or several, to which such Indemnified Person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Shelf Registration Statement or any Prospectus contained
therein or furnished by the Company to any Indemnified Person, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus or
supplement thereto, in light of the circumstances in which they were made), not
misleading, and the Company hereby agrees to reimburse such Indemnified Person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred;  provided, however, that the Company shall not be liable to any such
Indemnified Person in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such Shelf
Registration Statement or Prospectus, or amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Indemnified Person expressly for use therein;
provided, further, however, that the foregoing indemnity agreement with respect
to any preliminary Prospectus shall not inure to the benefit of any Indemnified
Person who failed to deliver a final Prospectus (as then amended or
supplemented, provided by the Company to the several Indemnified Persons in the
requisite quantity and on a timely basis to permit proper delivery on or prior
to the relevant transaction date) to the person asserting any losses, claims,
damages and liabilities and judgments caused by any untrue statement or alleged
untrue statement of a material fact contained in any preliminary Prospectus, or
caused by any omission or alleged omission to state therein a material fact



11






 


required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, if
such material misstatement or omission or alleged material misstatement or
omission was cured in the final Prospectus.


          (b)     Indemnification by the Holders and any Agents and Underwriters. Each
Electing Holder agrees, as a consequence of the inclusion of any of such
holder’s Registrable Securities in any Shelf Registration Statement, and each
underwriter, selling agent or other securities professional, if any, which
facilitates the disposition of Registrable Securities shall agree, as a
consequence of facilitating such disposition of Registrable Securities,
severally and not jointly, to (i) indemnify and hold harmless the Company, its
directors and executive officers who sign such Shelf Registration Statement and
each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, against any
losses, claims, damages or liabilities to which the Company or such other
persons may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such Shelf Registration Statement or
Prospectus, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, (in
the case of any Prospectus or supplement thereto, in light of the circumstances
in which they were made) not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such holder,
underwriter, selling agent or other securities professional expressly for use
therein and (ii) reimburse the Company and its directors and officers who sign
such Shelf Registration Statement for any legal or other expenses reasonably
incurred by the Company and such directors and officers in connection with
investigating or defending any such action or claim as such expenses are
incurred.



          (c)     Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) of this Section 5 of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party under this Section 5,
notify such indemnifying party in writing of the commencement thereof; but the
omission to so notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 5. In the case that any such action is brought against any indemnified
party it shall notify the indemnifying party of the commencement thereof and
such indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, such indemnifying party shall not be liable to such
indemnified party under this Section 5 for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, which consent will not be unreasonably withheld, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought



12






 



hereunder (whether or not the indemnified
party is an actual or potential party to such action or claim) unless such
settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or claim and
(ii) does not include a statement as to, or an admission of, fault, culpability
or a failure to act, by or on behalf of any indemnified party.


          (d)     Contribution. If the indemnification provided for in this Section 5
is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) of this Section 5 in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or by such indemnified
party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 5(d) were determined by pro rata allocation (even if the
Electing Holders or any underwriters, selling agents or other securities
professionals or all of them were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable
considerations referred to in this Section 5(d). The amount paid or payable by
an indemnified party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above shall be deemed to include
any legal or other fees or expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of
the Electing Holders and any underwriters, selling agents or other securities
professionals in this Section 5(d) to contribute shall be several in proportion
to the percentage of principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.



          (e)     Notwithstanding any other provision of this Section 5, in no event
will any (i) Electing Holder be required to undertake liability to any person
under this Section 5 for any amounts in excess of the dollar amount of the
proceeds to be received by such holder from the sale of such holder’s
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Shelf Registration Statement and (ii)
underwriter, selling agent or other securities professional be required to
undertake liability to any person hereunder for any amounts in excess of the
discount, commission or other compensation payable to such underwriter, selling
agent or other securities professional with respect to the Registrable
Securities underwritten by it and distributed to the public.



          (f)     The obligations of the Company under this Section 5 shall be in
addition to any liability that the Company may otherwise have to any
Indemnified Person and the



13






 


obligations of any Indemnified Person under this Section 5 shall be in
addition to any liability that such Indemnified Person may otherwise have to
the Company. The remedies provided in this Section 5 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to an
indemnified party at law or in equity.


     6.          Liquidated Damages. If (i) on or prior to 90 days after the Closing
Date, a Shelf Registration Statement has not been filed with the Commission,
(ii) on or prior to 180 days after the Closing Date, such Shelf Registration
Statement is not declared effective or, (iii) the Shelf Registration Statement
ceases to be effective or, for a period in excess of 60 consecutive days, the
Company otherwise prevents or restricts the Electing Holders from making sales
of Registrable Securities under such Shelf Registration Statement during the
Effectiveness Period (each, a “Registration Default”), liquidated damages
(“Liquidated Damages”) will accrue on the Registrable Securities at a rate
equal to 0.5% of the principal amount of Registrable Securities per annum from
and including the day following such Registration Default to, but excluding,
the day on which such Registration Default is cured. The Company shall notify
the Trustee as promptly as possible, but in no event more than three Business
Days after each and every date on which a Registration Default occurs.
Liquidated Damages will be paid semi-annually in arrears, with the first
semi-annual payment due on the first Interest Payment Date in respect of the
Registrable Securities following the date on which such Liquidated Damages
begin to accrue.


     7.     Underwritten Offering. Any holder of Registrable Securities who
desires to do so may sell Registrable Securities (in whole or in part) in an
underwritten offering; provided, however, the Company shall not be required to
facilitate an underwritten offering pursuant to the Shelf Registration
Statement by any holders unless the offering relates to at least $15,000,000
principal amount of Securities or the equivalent number of shares of Common
Stock in which such Securities are convertible. In any such underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by, and the underwriting
arrangements with respect thereto (including the size of the offering) will be
approved by, the holders of a majority of the Registrable Securities to be
included in such offering; provided, however, that such investment bankers and
managers and underwriting arrangements must be reasonably satisfactory to the
Company. No holder may participate in any underwritten offering contemplated
hereby unless (a) such holder agrees to sell such holder’s Registrable
Securities to be included in the underwritten offering in accordance with any
approved underwriting arrangements, (b) such holder completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of
such approved underwriting arrangements and (c) if such holder is not then an
Electing Holder, such holder returns a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within
a reasonable amount of time before such underwritten offering. The holders
participating in any underwritten offering shall be responsible for any
underwriting discounts and commissions and fees and, subject to Section 4
hereof, expenses of their own counsel. The Company shall pay all expenses
customarily borne by issuers, including but not limited to filing fees, the
fees and disbursements of its counsel and independent public accountants and
any printing expenses incurred in connection with such underwritten offering.
Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon
receipt of a request from the Managing Underwriter or a representative of
holders of a majority of the Registrable Securities to be included in an
underwritten offering to prepare and file an amendment or supplement to the
Shelf Registration Statement and Prospectus


14






 


in connection with an underwritten offering, the Company may delay the
filing of any such amendment or supplement for up to 60 days if the Company is
in possession of material non-public information the disclosure of which would
have a material adverse effect on the business, operations, prospects,
condition (financial or otherwise) of the Company and its subsidiaries, taken
as a whole.



	8.	 	Rules 144 and 144A.



          The Company agrees, for so long as any Registrable Securities remain
outstanding and during any period in which the Company (a) is not subject to
Section 13 of 15(d) of the Exchange Act, to make available, upon request of any
holder of Registrable Securities, to such holder or beneficial owner of
Registrable Securities in connection with any sale thereof and any prospective
purchaser of such Registrable Securities designated by such holder or
beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Registrable Securities
pursuant to Rule 144A of the Securities Act, and (b) is subject to Section 13
of 15 (d) of the Exchange Act, to make all filings required thereby in a timely
manner in order to permit resales of such Registrable Securities pursuant to
Rule 144 of the Securities Act.




	9.	 	Miscellaneous.



          (a)     Remedies. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under this Agreement may result in
material irreparable injury to the Purchaser or the holders of Registrable
Securities for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Purchaser or any holder of Registrable Securities may
obtain such relief as may be required to specifically enforce the Company’s
obligations hereunder. The Company further agrees to waive the defense in any
action for specific performance where a remedy at law would be adequate.



          (b)     Other Registration Rights. The Company will not, on or after the date
of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The Company shall not permit any securities other than the Registrable
Securities to be included in any Shelf Registration Statement. The rights
granted to the holders of Registrable Securities hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders
of the Company’s securities under any agreement in effect on the date hereof.



          (c)     Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 2
hereof and this Section 9(c)(i), the Company has obtained the written consent
of holders of all outstanding Registrable Securities and (ii) in the case of
all other provisions hereof, the Company has obtained the written consent of
holders of a majority of the outstanding principal amount of Registrable
Securities (determined on a fully converted basis) (excluding Registrable
Securities held by the Company or its Affiliates). Notwithstanding the
foregoing, a waiver or consent to departure



15






 


from the provisions hereof that relates exclusively to the rights of
holders whose Registrable Securities are being sold pursuant to a Shelf
Registration Statement and that does not affect directly or indirectly the
rights of other holders of Registrable Securities may be given by the holders
of a majority of the outstanding principal amount of Registrable Securities
(determined on a fully converted basis) being sold by such holders pursuant to
such Shelf Registration Statement.


          (d)     Third Party Beneficiary. The holders of Registrable Securities shall
be third party beneficiaries to the agreements made hereunder between the
Company, on the one hand, and the Purchaser, on the other hand, and shall have
the right to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect its rights or the rights of
holders of Registrable Securities hereunder.



          (e)     Notices. All notices and other communications provided for or
permitted hereunder shall be given as provided in the Indenture.



          (f)     Parties in Interest. The parties to this Agreement intend that all
holders of Registrable Securities shall be entitled to receive the benefits of
this Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities that are included in a Shelf Registration Statement.
All the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the respective successors
and assigns of the parties hereto and any holder from time to time of the
Registrable Securities to the aforesaid extent. In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be entitled to receive the benefits of and, if an Electing Holder, be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement to the aforesaid extent.



          (g)     Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.



          (h)     Headings. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning,
construction or interpretation hereof.



          (i)     Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, including without limitation
New York General Obligations Law Section 5-1401.



          (j)     Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be



16






 


enforceable to the fullest extent permitted by law.


          (k)     Survival. The respective indemnities, agreements, representations,
warranties and other provisions set forth in this Agreement or made pursuant
hereto shall remain in full force and effect, regardless of any investigation
(or any statement as to the results thereof) made by or on behalf of any
Electing Holder, any director, officer or partner of such holder, any agent or
underwriter, any director, officer or partner of such agent or underwriter, or
any controlling person of any of the foregoing, and shall survive the transfer
and registration of the Registrable Securities of such holder.



          (l)     Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter hereof. There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein, with respect
to the registration rights granted with respect to the Registrable Securities.
This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.



     Please confirm by signing in the space provided below that the foregoing
correctly sets forth the agreement between the Company and you.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 	 	 
	 	 	WMS INDUSTRIES INC.
	 	 	
By:
	 	/s/ Scott Schweinfurth
	 	 	 	 	

	 	 	 	 	Name:
	 	Scott D. Schweinfurth
	 	 	 	 	Title:
	 	Executive Vice President, Chief

Financial Officer and Treasurer




	 
	CIBC WORLD MARKETS CORP.

By: /s/ Andrew McInnes
	

	Name: Andrew McInnes

Title: Managing Director



17






 


EXHIBIT A



WMS Industries Inc.



Notice of Registration Statement

and

Selling Securityholder Questionnaire



(Date)



     Reference is hereby made to the Registration Rights Agreement (the
“Registration Rights Agreement”) between WMS Industries Inc. (the “Company”)
and the Purchaser named therein. Pursuant to the Registration Rights
Agreement, the Company has filed with the United States Securities and Exchange
Commission (the “Commission”) a registration statement on Form S-3 (the “Shelf
Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Company’s
2.75% Convertible Subordinated Notes due 2010 (the “Securities”) and the shares
of common stock, $0.50 par value per share (the “Common Stock”), issuable upon
conversion thereof. A copy of the Registration Rights Agreement is attached
hereto. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Rights Agreement.


     Each beneficial owner of Registrable Securities (as defined below) is
entitled to have the Registrable Securities beneficially owned by it included
in the Shelf Registration Statement. In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”)
must be completed, executed and delivered to the Company’s counsel at the
address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE].
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not
use the Prospectus forming a part thereof for resales of Registrable
Securities.


     Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.


     The term “Registrable Securities” is defined in the Registration Rights
Agreement to mean all or any portion of the Securities issued from time to time
under the Indenture and the shares of Common Stock issuable upon conversion of
such Securities; provided, however, that a security ceases to be a Registrable
Security when it is no longer a Restricted Security.


     The term “Restricted Security” is defined in the Registration Rights
Agreement to mean any Security or share of Common Stock issuable upon
conversion thereof except any such Security or share of Common Stock that (i)
has been registered pursuant to an effective registration statement under the
Securities Act and sold in a manner contemplated by the Shelf Registration
Statement, (ii) has been transferred in compliance with Rule 144 under the


A-1






 


Securities Act (or any successor provision thereto) or is transferable
pursuant to paragraph (k) of such Rule 144 (or any successor provision
thereto), or (iii) has otherwise been transferred and a new Security or share
of Common Stock not subject to transfer restrictions under the Securities Act
has been delivered by or on behalf of the Company in accordance with Section
2.6 of the Indenture.


ELECTION



     The undersigned holder (the “Selling Securityholder”) of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and the Registrable Securities
listed below in Item (3). The undersigned, by signing and returning this Notice
and Questionnaire, agrees to be bound with respect to such Registrable
Securities by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement, including without limitation Section 5 of the
Registration Rights Agreement as if the undersigned Selling Securityholder were
an original party thereto.


     The Selling Securityholder hereby provides the following information to
the Company and represents and warrants that such information is accurate and
complete:


QUESTIONNAIRE



     Certain capitalized terms used in this Questionnaire are defined in
Appendix l attached hereto. Capitalized terms used in this Questionnaire but
not defined in Appendix 1 have the meanings given to them in the accompanying
letter.



	 	(1)	 	(a)     Full legal name of Selling Securityholder:
	 
	 	 	 	

	 
	 	(i)	 	Is such Selling Securityholder a:
	 
	 	 	 	[  ] Corporation     [  ] General Partnership
	 
	 	 	 	[  ] Individual        [  ] Limited Partnership
	 
	 	 	 	[  ] Other (please specify:               )
	 
	 	(ii)	 	In what state is such Selling Securityholder organized or domiciled?
	 
	 	 	 	

	 
	 	(b)	 	Full legal name of Registered Holder (if not the same as in
(a) above) of Registrable Securities listed in Item (4) below:
	 
	 	 	 	

	 
	 	(c)	 	Full legal name of DTC participant (if applicable and if not
the same as (b) above) through which Registrable Securities listed
in Item (4) below are held:
	 
	 	 	 	




A-2






 



	(2)	 	Address for Notices to Selling Securityholder:




	 	 	 
	 	 	






	Telephone:

Fax:

Contact Person:	 	










	(3)	 	Beneficial Ownership of Securities by Another Entity or Individual:




	 	(a)	 	Is another entity or individual the Beneficial Owner of any
Securities or shares of Common Stock issued upon conversion of any
Securities?
	 
	 	 	 	[  ] No (skip questions (b)-(e) below)
	 
	 	 	 	[  ] Yes (answer questions (b)-(e) below)
	 
	 	(b)	 	What is the full legal name of such Beneficial Owner?
	 
	 	 	 	

	 
	 	(c)	 	Is such Beneficial Owner a:
	 
	 	 	 	[  ]  Corporation [  ]  General Partnership


[  ]  Individual    [  ]  Limited Partnership
	 
	 	 	 	[  ]  Other (please specify:                                )
	 
	 	(d)	 	In what state is such Beneficial Owner organized or domiciled?
	 
	 	 	 	

	 
	 	(e)	 	Please provide the name, address and telephone number of a
contact person for such Beneficial Owner.
	 
	 	 	 	

	 
	 	 	 	

	 
	 	 	 	

	 
	 	 	 	





	(4)	 	Beneficial Ownership of Securities:
	 
	 	 	Except as set forth below in this Item (4), the undersigned is not a
Beneficial Owner of any Securities or shares of Common Stock issued upon
conversion of any Securities.



A-3






 



	 	(a)	 	Principal amount of Registrable Securities (as defined in the
Registration Rights Agreement) Beneficially Owned:

                    
                    
                     CUSIP No(s). of such
Registrable Securities:                     
                    
     
                         
	 
	 	 	 	Number of shares of Common Stock (if any) issued upon conversion of
such Registrable Securities:
                    
                   
	 
	 	(b)	 	Principal amount of Securities other than Registrable
Securities Beneficially Owned:

                    
                    
                    
                    
                    
                    
                    
                    
                    
      
                    

CUSIP No(s). of such other Securities:

                    
               
                    
                    


Number of shares of Common Stock (if any) issued upon conversion of
such other Securities:

                    
                    
                    
                    
                    
                    
                    
                    
                    
      
                    


	 
	 	(c)	 	Principal amount of Registrable Securities that the
undersigned wishes to be included in the Shelf Registration
Statement:

                    
                    
                    
CUSIP No(s). of such
Registrable Securities to be included in the Shelf Registration
Statement:

                    
                      
           
           
           
                               
                    





		
	 	Number of shares of Common Stock (if any) issued upon conversion of
Registrable Securities that are to be included in the Shelf
Registration Statement:      
               




	(5)	 	Beneficial Ownership of Other Securities of the Company:
	 
	 	 	Except as set forth below in this Item (5), the undersigned Selling
Securityholder is not a Beneficial Owner of any shares of Common Stock or
any other securities of the Company, other than the Securities and shares
of Common Stock listed above in Item (4).
	 
	 	 	State any exceptions here:
	 
	(6)	 	Relationships with the Company:
	 
	 	 	Except as set forth below, neither the Selling Securityholder nor any of
its Affiliates, officers, directors or principal equity holders (5% or
more) has held any position or office or has had any other Material
Relationship with the Company (or its predecessors or Affiliates) during
the past three years.
	 
	 	 	State any exceptions here:



A-4






 



	(7)	 	Plan of Distribution:
	 
	 	 	Except as set forth below, the undersigned Selling Securityholder intends
to distribute the Registrable Securities listed above in Item (4) only as
follows (if at all): Such Registrable Securities may be sold from time to
time directly by the undersigned Selling Securityholder or,
alternatively, through underwriters, broker-dealers or agents who may
receive discounts, concessions or commissions from the Selling
Stockholder or the purchaser. Such Registrable Securities may be sold in
one or more transactions at fixed prices, at prevailing market prices at
the time of sale, at prices relating to the prevailing market prices at
the time of sale, at varying prices determined at the time of sale, or at
negotiated prices. Such sales may be effected in transactions (which may
involve crosses or block transactions) (i) on any national securities
exchange or quotation service on which the Registered Securities may be
listed or quoted at the time of sale, (ii) in the over-the-counter
market, (iii) in transactions otherwise than on such exchanges or
services or in the over-the-counter market, (iv) through the writing of
options, whether such options are listed on an option exchange or
otherwise, or (iv) through the settlement of short sales. In connection
with sales of the Registrable Securities or otherwise, the Selling
Securityholder may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of
the Registrable Securities in the course of hedging the positions they
assume. The Selling Securityholder may also sell Registrable Securities
short and deliver Registrable Securities to close out such short
positions, or loan or pledge Registrable Securities to broker-dealers
that in turn may sell such securities.
	 
	 	 	State any exceptions here:
	 
	(8)	 	Are you a Member, an affiliate of a Member, or a person associated with a
Member, of the National Association of Securities Dealers, Inc. (the
“NASD”)?
	 
	 	 	Yes      No      
	 
	 	 	If the answer to Question 8 is “yes”, state (a) the name of any such NASD
Member, (b) the nature of your affiliation or association with such NASD
Member, (c) information as to such NASD Member’s participation in any
capacity in the Offering or the original placement of the Securities, (d)
the number of shares of equity securities or face value of debt
securities of the Company owned by you, (e) the date such securities were
acquired and (f) the price paid for such securities.
	 
	 	 	






	 	 	
	.



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	(9)	 	If you answered “yes” to Question 8 above, please fill out the following
table with respect to any purchases from the Company or any of its
Affiliates in a private placement within twelve months prior to the date
hereof (excluding your purchase of the Shares).




	 	 	 
	 	 	 	 	 	Amount and Name	 	 	Price or Other
	Date of Purchase	 	Seller	 	 	of Securities	 	 	Consideration
	
	 	
	 	 	
	 	 	





     Note: In no event may such method(s) of distribution take the form of an
underwritten offering of the Registrable Securities without the prior agreement
of the Company.


     By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M. The Selling Securityholder also acknowledges that
it understands that the answers to this Questionnaire are furnished for use in
connection with the Registration Statement and any amendments or supplements
thereto filed with the SEC pursuant to the Securities Act of 1933, as amended.


     In the event that the Selling Securityholder transfers all or any portion
of the Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.


     By signing below, the Selling Securityholder consents to the disclosure of
the information contained herein in its answers to Items (1) through (9) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.


     The Selling Securityholder acknowledges that material misstatements and
omissions of material facts in the Registration Statement and any amendments or
supplement thereto may give rise to civil and criminal liabilities to the
Company and to each officer and director of the Company signing the
Registration Statement and to other persons signing such document. As a
result, in accordance with the Selling Securityholder’s obligation under
Section 3(a) of the Registration Rights Agreement to provide such information
as may be required by law for inclusion in the Shelf Registration Statement,
the Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the
Registration Rights Agreement shall


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be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:



	 	(i)	 	to the Company:




	 
	WMS Industries Inc.

800 South Northpoint Boulevard

Waukegan, IL 60085

Attention: Kathleen McJohn, General Counsel




	 	(ii)	 	with a copy to:




	 
	Shack Siegel Katz & Flaherty P.C.

530 Fifth Avenue

New York, NY 10036

Attention: Jeffrey Siegel, Esq



     Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company’s counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities Beneficially Owned by such Selling Securityholder and the
Registrable Securities listed in Item (3) above). This Agreement shall be
governed in all respects by the laws of the State of New York.


     I confirm that, to the best of my knowledge and belief, the foregoing
statements (including without limitation the answers to this Questionnaire) are
correct.


     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.



	 	 	 	 	 
	Dated:	

	 	 
	 	 	 	 	

Selling Securityholder

(Print/type full legal name of beneficial

owner of Registrable Securities)




	 	 	 	 
	 	By:	 	


Name:
	 	 	 	
Title:



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PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:



	 	 	 
	 	 	
Shack Siegel Katz & Flaherty P.C.

530 Fifth Avenue

New York, NY 10036

Attention: Jeffrey Siegel, Esq.



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APPENDIX 1


DEFINITIONS



     For the purpose of this Questionnaire, the following definitions apply:


1.     Affiliate. As used in Questions 1 — 7 and Question 9, a person is an
“Affiliate” of a person if such person controls, is controlled by, or is under
common control with, another person. Please assume that an “Affiliate” of the
Company includes without limitation, any 5% stockholder of the Company
(including any person who owns, controls, or holds or holds an option to
acquire, and has the power to vote, 5% or more of the Company’s outstanding
voting securities). “Control” is the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of an
entity, whether through the ownership of voting securities, by contract or
otherwise.


     As used in Question 8 of this Questionnaire, an “affiliate” of an NASD
member has the following meaning:



	(1)	 	a company which controls, is controlled by or is under common
control with a member;
	 
	(2)	 	the term affiliate is presumed to include, but is not limited
to, the following:




	 	(a)	 	a company will be presumed to control a member if
the company beneficially owns 10% or more of the outstanding
voting securities of a member which is a corporation, or
beneficially owns a partnership interest in 10% or more of the
distributable profits or losses of a member which is a
partnership;
	 
	 	(b)	 	a member will be presumed to control a company if
the member and persons associated with the member beneficially
own (i) 10% or more of the outstanding subordinated debt of a
company, (ii) 10% or more of the outstanding voting securities
of a company which is a corporation or (iii) a partnership
interest in 10% or more of the distributable profits or losses
of a company which is a partnership;
	 
	 	(c)	 	a company will be presumed to be under common
control with a member if:




	 	 	 
	(i)	 	
the same natural person or company
controls both the member and company by beneficially
owning 10% or more of the outstanding voting securities
of a member or company which is a corporation, or by
beneficially owning a partnership interest in 10% or
more of the distributable profits or losses of a member
or company which is a partnership; or
	(ii)	 	
a person having the power to direct
or cause the direction of the management or policies of
the member or the company also has



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	the power to direct or cause the direction of the
management or policies of the other entity in question



     2.     Beneficial Owner. A “Beneficial Owner” of a security includes any person
who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares voting power and/or investment power
with respect to such security. Voting power includes “the power to vote, or to
direct the voting, of such security” and investment power includes “the power
to dispose, or to direct the disposition, of such security.”


     A person is also a Beneficial Owner of a security if he has the right to
acquire beneficial ownership of such security, at any time within sixty days,
including but not limited to, any right to acquire through: (a) the exercise of
an option, warrant or right, (b) the conversion of a convertible security, (c)
the power to revoke a trust, discretionary account or similar arrangement, or
(d) the automatic termination of a trust, discretionary account or similar
arrangement; provided, however, that if the acquisition of an option, warrant,
right, convertible security or power described in (a), (b) or (c) is for the
purpose of maintaining or obtaining control over the issuer of the security,
the holder of the option, warrant, right, convertible security or power shall,
immediately upon such acquisition and regardless of when it is exercisable, be
deemed a beneficial owner of the underlying securities.


     The possession of the legal power to vote and/or direct the disposition of
securities, absent unusual circumstances, will be sufficient to confer
beneficial ownership. Such power may be held directly, or indirectly, through
one or more controlled entities.


     3.     Material Relationship. The term “material relationship” has not been
defined by the Securities and Exchange Commission (the “SEC”). The SEC,
however, is likely to construe as material any relationship which tends to
impact arm’s length bargaining in dealings with a company, whether arising from
a close business connection, family relationship, a relationship of control or
otherwise. For example, you should conclude that you have such a relationship
with any organization of which you own, directly or indirectly, 10% more of the
outstanding voting stock, or in which you have some other substantial interest,
and with any person or organization with whom you have, or with whom any
relative (or any other person or organization as to which you have any of the
foregoing other relationships) has, a contractual relationship.


     4.     Member. Rule 0120 of the NASD’s Rules of Fair Practice defines the term
“member” to mean any individual, partnership, corporation or other legal entity
admitted to membership in the NASD, and Article l of the NASD’s By-Laws defines
the term “person associated with a member” to mean every sole proprietor,
partner, officer, director, or branch manager of any member, or any natural
person occupying a similar status or performing similar functions, or any
natural person engaged in the investment banking or securities business who is
directly or indirectly controlling or controlled by such member (for example,
any employee), whether or not such person is registered or exempt from
registration with the NASD.



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