United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2008
SHUFFLE MASTER, INC.
(Exact name of registrant as specified in its charter)
Minnesota | | 0-20820 | | 41-1448495 |
(State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer Identification No.) |
of Incorporation or Organization) | | | | |
| | | | |
1106 Palms Airport Drive | | |
Las Vegas, Nevada | | 89119-3720 |
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
The information set forth under “Item 3.03 Material Modification to Rights of Security Holders” is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders
On June 26, 2008, the Board of Directors (the “Board”) of Shuffle Master, Inc. (NASDAQ National Market: SHFL) (either the “Company,” “we” or “our”) approved an amendment (“Amendment”) to the Rights Agreement dated June 26, 1998 (the “Agreement”), which extends the Agreement for an additional three months.
This Amendment extends the Agreement’s expiration date from June 26, 2008 to September 26, 2008 and will allow the Board more time to fully consider if a new shareholders’ rights agreement is in the best interests of the Company and its shareholders, and, if so, its terms and conditions.
The Amendment is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
4.1 Amendment to Rights Agreement dated June 26, 2008.
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SIGNATURE
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 thereunto duly authorized.
| | SHUFFLE MASTER, INC. |
| | (Registrant) |
| | |
| | Date: July 2, 2008 |
| | |
| | |
| | /s/ Mark L. Yoseloff |
| | Mark L. Yoseloff |
| | Chairman of the Board and Chief Executive Officer |
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