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EX-99.1 - EX-99.1 - SHFL entertainment Inc.d628039dex991.htm
EX-99.2 - EX-99.2 - SHFL entertainment Inc.d628039dex992.htm









(Amendment No. 1)




Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13 (November 8, 2013)



SHFL entertainment, Inc.

(Exact name of Registrant as specified in its charter)




Minnesota   0-20820   41-1448495
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
6650 El Camino Road, Las Vegas, Nevada   89118
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (702) 897-7150



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Explanatory Note

This Current Report on Form 8-K/A is an amendment to the Registrant’s Current Report on Form 8-K filed on November 12, 2013. The purpose of this amendment is to correct certain transcription errors that were present in the transcript of the town hall presentation that was attached to the Form 8-K filed on November 12, 2013 as Exhibit 99.1.


Item 8.01. Other Events.

As previously disclosed, on November 8, 2013, Ramesh Srinivasan, the Chief Executive Officer of Bally Technologies, Inc. (“Bally”) addressed the employees of SHFL entertainment, Inc. (the “Company”) in a town hall presentation. A transcript of the town hall presentation and a copy of the slides presented are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated in their entirety herein by reference.

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may”, “will”, “should”, “expect”, “anticipate”, “plan”, “likely”, “believe”, “estimate”, “project”, “intend” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, any or all of our forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward-looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its business or operations. Factors which could cause our actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the shareholders of the Company to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of the Company and Bally Technologies, Inc. (“Bally”) to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of the Company; (5) the ability of the Company to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by Bally to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K for the year ended October 31, 2012, and

our more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”) including the Form 10-Q for the quarter ended January 31, 2013, the Form 10-Q for the quarter ended April 30, 2013 and the Form 10-Q for the quarter ended July 31, 2013. The Company can give no assurance that the conditions to the merger will be satisfied. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

SHFL has filed with the SEC on October 16, 2013 a definitive proxy statement in connection with the proposed transaction with Bally, which is being sent or given to the shareholders of SHFL and contains important information about the proposed transaction and related matters. SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT CAREFULLY. The proxy statement and other relevant materials, and any other documents filed by SHFL with the SEC, may be obtained free of charge at the SEC’s website, at The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents by going to the Company’s Investor Relations website page at or by contacting Investor Relations by mail to SHFL entertainment, Inc., Attn: Investor Relations, 6650 El Camino Road, Las Vegas, NV 89118, or by phone at (702) 897-7150.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the meeting of shareholders that will be held to consider the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on February 1, 2013. Additional information regarding these persons and their interests in the merger is included in the definitive proxy statement filed with the SEC on October 16, 2013. You may obtain free copies of this document as described in the preceding paragraph.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


  99.1    Transcript of Presentation, dated November 8, 2013
  99.2    Slide Presentation, dated November 8, 2013


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    SHFL entertainment, Inc.
Date: November 13, 2013     By:   /S/ KATHRYN S. LEVER
      Kathryn S. Lever
      Executive Vice President and General Counsel





Description of Exhibit

99.1    Transcript of Presentation, dated November 8, 2013
99.2    Slide Presentation, dated November 8, 2013