Attached files
| file | filename |
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| EX-32.2 - EXHIBIT 32.2 - SHFL entertainment Inc. | ex32-2.htm |
| EX-31.2 - EXHIBIT 31.2 - SHFL entertainment Inc. | ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - SHFL entertainment Inc. | ex31-1.htm |
| EX-32.1 - EXHIBIT 32.1 - SHFL entertainment Inc. | ex32-1.htm |
| EX-10.10 - EXHIBIT 10-10 - SHFL entertainment Inc. | ex10-10.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended October 31, 2010
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number: 0-20820
SHUFFLE MASTER, INC.
(Exact name of registrant as specified in its charter)
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Minnesota
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41-1448495
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification No.)
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1106 Palms Airport Drive, Las Vegas
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NV
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89119
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(Address of Principal Executive Offices)
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(State)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (702) 897-7150
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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The NASDAQ Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendments to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of voting Common Stock held by non-affiliates of the Registrant on April 30, 2010 was approximately $514,442,333.
As of January 11, 2011, 54,015,949 shares of Common Stock of the Registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference information from the Registrant’s Proxy Statement for its Annual Meeting of Shareholders held on March 17, 2011 (“Fiscal 2010 Proxy Statement”) filed with the SEC within 120 days of the end of the fiscal year covered by this report.
EXPLANATORY NOTE
This Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended October 31, 2010 filed with the Securities and Exchange Commission on January 13, 2011 (the "Original Filing") is filed solely to file Schedule 4.01(u) to Exhibit 10.10. No other part of the Original Filing is amended hereby.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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(a)
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1.
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Financial Statements
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See index to consolidated financial statements included as Item 8 to this Annual Report on Form 10-K.
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2.
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Financial Statement Schedules.
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See Item 8 to this Annual Report on Form 10-K for applicable financial statement schedules.
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3.
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Management Contracts, Compensatory Plans and Arrangements.
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Management contracts, compensatory plans and arrangements are indicated by the symbol “†” in exhibits 10.1 through 10.9 included in Item 15(b) of this Annual Report.
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(b)
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Exhibits
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3.1
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Articles of Incorporation of Shuffle Master, Inc. as amended July 15, 1992 (Incorporated by reference to exhibit 3.2 in our Annual Report on Form 10-K for the year ended October 31, 1995).
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3.2
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Articles of Amendment to Articles of Incorporation of Shuffle Master, Inc., effective January 14, 2005 (Incorporated by reference to exhibit 3.2 to our Annual Report on Form 10-K, filed January 13, 2005).
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3.3
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Articles of Correction of Articles of Amendment of Articles of Incorporation of Shuffle Master, Inc., effective March 15, 2005 (Incorporated by reference to exhibit 3.1 to our Current Report on Form 8-K, filed March 18, 2005).
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3.4
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Amended and Restated Bylaws of Shuffle Master, Inc., effective November 11, 2008 (Incorporated by reference to exhibit 3.4 to our Current Report on Form 8-K, filed November 13, 2008).
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4.1
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Registration Rights Agreement dated May 13, 2004, by and between Casinos Austria AG on the one hand and Shuffle Master, Inc. on the other hand (Incorporated by reference to exhibit 10.2 in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2004).
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10.1†
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Shuffle Master, Inc. 2002 Stock Option Plan (Incorporated by reference to Exhibit B in our Proxy Statement dated February 11, 2002).
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10.2†
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Amendment to the Shuffle Master, Inc. 2002 Stock Option Plan (Incorporated by reference to exhibit 10.33 in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2002).
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10.3†
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Shuffle Master, Inc. Restated Outside Directors’ Option Plan dated January 24, 2002 (Incorporated by reference to exhibit 10.32 in our Annual Report on Form 10-K for the year ended October 31, 2001).
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10.4†
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Form of Indemnification Agreement (Incorporated by reference to exhibit 10.26 in our Current Report on Form 8-K, filed November 13, 2008).
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10.5†
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The Shuffle Master, Inc. 2004 Equity Incentive Plan For Non-Employee Directors (As Amended and Restated on December 31, 2008) (Incorporated by reference to exhibit 10.2 in our Current Report on Form 8-K, filed January 7, 2009).
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10.6†
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Amended and Restated Employment Agreement, by and between Shuffle Master, Inc. and David Lopez (Incorporated by reference to exhibit 10.6 in our Current Report on Form 8-K, filed January 7, 2009).
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10.7†
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The Shuffle Master, Inc. 2004 Equity Incentive Plan (as Amended and Restated on January 28, 2009) (Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q, filed June 9, 2009).
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10.8†
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Employment Agreement, by and between Shuffle Master, Inc. and Linster W. Fox (Incorporated by reference to exhibit 10.1 in our Current Report on Form 8-K, filed August 6, 2009).
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10.9†
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Employment Agreement, by and between Shuffle Master, Inc. and Roger Snow (Incorporated by reference to exhibit 10.1 of our Quarterly Report on Form 10-Q, filed September 8, 2010).
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10.10*
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Credit Agreement, dated October 29, 2010, among Shuffle Master, Inc., Wells Fargo Securities, LLC and Banc of America Securities LLC, as joint lead arranger and joint lead bookrunner, Bank of America, N.A. as syndication agent and Union Bank, N.A. as a documentation agent.
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21
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Subsidiaries of Registrant.
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23.1
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Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
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23.2
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Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
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31.1
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Certification of Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1**
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Certification of Interim Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2**
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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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*
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Certain parts of this document have been omitted based on a request for confidential treatment submitted to the SEC. The non-public information that has been omitted from this document has been separately filed with the SEC. Each redacted portion of this document is indicated by a “[***]” and is subject to the request for confidential treatment submitted to the SEC. The redacted information is confidential information to the Registrant.
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**
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Exhibits 32.1 and 32.2 are furnished to accompany this report on Form 10-K but shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise and shall not be deemed incorporated by reference into any registration statements filed under the Securities Act of 1933.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SHUFFLE MASTER, INC.
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Dated: May 6, 2011
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By:
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/s/ MICHAEL GAVIN ISAACS
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Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ MICHAEL GAVIN ISAACS
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Chief Executive Officer (Principal Executive Officer)
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May 6, 2011
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Michael Gavin Isaacs
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/s/ LINSTER W. FOX
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Chief Financial Officer (Principal Financial and Accounting Officer)
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May 6, 2011
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Linster W. Fox
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