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): February 24, 2005
SHUFFLE MASTER, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 0-20820 | 41-1448495 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | 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)) |
Item 8.01 Other Events
Institutional Shareholder Services (“ISS”) has requested that we provide ISS with additional information about our tax fees that we reported in our proxy statement dated February 18, 2005 for our annual meeting of shareholders on March 15, 2005. ISS further requested that we publish this information in a current report on Form 8-K.
FEES PAID TO INDEPENDENT AUDITORS
The following table presents fees for professional services provided to us by Deloitte & Touche LLP during our fiscal year ended October 31, 2004:
Audit fees | $ | 379,000 | |
Audit-related fees | 295,000 | ||
Tax compliance and preparation fees | 252,000 | ||
subtotal | 926,000 | ||
Tax fees - other (a) | 542,000 | ||
Other services | 7,000 | ||
Total | $ | 1,475,000 | |
| (a) | Tax fees – other includes tax due diligence and international structure consultation regarding our fiscal 2004 acquisitions of $506,000 and other tax planning consultations of $36,000. |
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: February 24, 2005 |
/s/ Mark L. Yoseloff |
| Mark L. Yoseloff |
| Chairman of the Board and Chief Executive Officer |
