8-K

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): April 4, 2010

BALLY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-4281	88-0104066
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6601 S. Bermuda Rd.
Las Vegas, Nevada
(Address of principal executive
offices) 89119
(Zip Code)

Registrant’s telephone number, including area code:  (702) 584-7700

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:

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

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

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

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

Item 2.02Results of Operations and Financial Conditions.

On April 5, 2010, Bally Technologies, Inc. (the “Company”), issued a press release (the “Release”) restating guidance for the fiscal year ending June 30, 2010.  A copy of the Release is attached hereto as Exhibit 99.1.  The Company also held a conference call discussing the matters addressed in the Release.  A copy of the transcript of the conference call is attached hereto as Exhibit 99.2.

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 4, 2010, Bally Technologies, Inc. amended the advanced notice provisions in its bylaws. The amendment provides shareholders with a longer window to submit director nominations and other proposals to be considered at a meeting in accordance with RiskMetrics Group’s recommendations.  Under the prior provision, subject to customary exceptions, shareholder nominations and proposals were required to be submitted not less than 60 and not more than 90 days prior to the applicable meeting.  As amended, subject to customary exceptions, shareholder nominations and proposals must be submitted not less than 60 and not more than 120 days prior to the applicable meeting.

The Board of Directors also approved other amendments to the advanced notice provision in light of recent developments related to licensing in the gaming industry in general.  As amended, the provision requires that a shareholder submitting a director nomination provide all information regarding the nominee required for such nominee to obtain all necessary gaming licenses.  The Board determined that it was in the best interests of the Company and its shareholders to implement a policy to obtain all necessary information with respect to a director candidate, whether nominated by the Board or by a shareholder, prior to such nominee being submitted to the shareholders for a vote. In addition, the amendment requires a shareholder submitting a nomination or other business to be considered at a meeting to provide more detailed information as to such shareholder’s positions in the Company’s securities.

The foregoing summary is subject to the complete text of the bylaw amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1, and is qualified in its entirety by reference thereto.

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits

3.1	Amendment to Bylaws.
99.1	Press release issued by the Company, dated April 5, 2010.
99.2	BYI-Transcript-2010-04-05 — Business Update

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SIGNATURES

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.

BALLY TECHNOLOGIES, INC.
By:	/s/ Mark Lerner
	Mark Lerner
	Senior Vice President, General Counsel and Secretary
Dated: April 8, 2010

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EX-3.1

Exhibit 3.1

Bylaw Amendment

Article II, Section 7 of the Bylaws of the Corporation is amended in its entirety to read as follows:

Section 7—Notice of Stockholder Business and Nominations:

(a)Annual Meeting.

(i)Nominations of persons for election to the Board of Directors and the proposal of business other than nominations to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or (C) by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 7(a) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 7(a).

(ii)For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of the foregoing paragraph, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such business must be a proper subject for stockholder action.  To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 60th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the date on which public announcement (as defined below) of the date of such meeting is first made by the Corporation.  In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.  Such stockholder’s notice shall set forth:

(A)as to each person whom the stockholder proposes to nominate for election or re-election as a director (1) all information relating to such person that is required to be disclosed (I) in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (II) in connection with applying for or otherwise obtaining all licenses required of such person to serve as a director of the Corporation or required

of the Corporation in general, in each case in each jurisdiction that the Corporation does business or is otherwise required to apply for licenses or subject to regulatory authority, and (2) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;

(B)as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the proposal is made;

(C)as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made or the business  is proposed:

(1)the name and address of such stockholder, as they appear on the Corporation’s books, and the name and address of such beneficial owner,

(2)the class and number of shares of capital stock of the Corporation which are owned of record by such stockholder and such beneficial owner as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class and number of shares of capital stock of the Corporation owned of record by the stockholder and such beneficial owner as of the record date for the meeting (except as otherwise provided in Section 7(a)(iii) below), and

(3)a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such nomination or business;

(D)as to the stockholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination is made or the business is proposed, as to such beneficial owner:

(1)the class and number of shares of capital stock of the Corporation which are beneficially owned (as defined below) by such stockholder or beneficial owner as of the date of the notice, and a representation that the stockholder will notify the

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Corporation in writing within five business days after the record date for such meeting of the class and number of shares of capital stock of the Corporation beneficially owned by such stockholder or beneficial owner as of the record date for the meeting (except as otherwise provided in Section 7(a)(iii) below),

(2)a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such stockholder or beneficial owner and any other person, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable to the stockholder or beneficial owner) and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting (except as otherwise provided in Section 7(a)(iii) below), and

(3)a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder or beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class of the Corporation’s capital stock, or maintain, increase or decrease the voting power of the stockholder or beneficial owner with respect to shares of stock of the Corporation, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting (except as otherwise provided in Section 7(a)(iii) below).

(iii)The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation, including information relevant to a determination whether such proposed nominee can be considered an independent director.  Notwithstanding anything in Section 7(a)(ii) above to the contrary, if the record date for determining the stockholders entitled to vote at any meeting of stockholders is different from the record date for determining the stockholders entitled to notice of the meeting, a stockholder’s notice required by this Section 7(a) shall set forth a representation that the stockholder will notify the Corporation in writing within five business days after the record date for determining the stockholders entitled to vote at the meeting, or by the opening of business on the date of the meeting (whichever is earlier), of the information required under clauses (a)(ii)(C)(2) and (a)(ii)(D)(1)-(3) 

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of this Section 7, and such information when provided to the Corporation shall be current as of the record date for determining the stockholders entitled to vote at the meeting.

(iv)This Section 7(a) shall not apply to a proposal or nomination proposed to be made by a stockholder if the stockholder has notified the Corporation of his or her intention to present the proposal or nomination at an annual or special meeting only pursuant to and in compliance with Rule 14a-8 under the Exchange Act or any other rule promulgated under Section 14 of the Exchange Act and such proposal or nominee has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such meeting.

(v)Notwithstanding anything in this Section 7(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased by more than 50% of its previous size and there is no public announcement naming all of the nominees for directors or specifying the size of the increased Board of Directors made by the Corporation at least 90 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 7(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(b)Special Meeting.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.  Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 7(b) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 7.  In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the notice required by paragraph (a)(ii) of this Section 7 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement of an adjournment or postponement of a special meeting commence

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a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c)General.

(i)Except as otherwise provided by law, only such persons who are nominated in accordance with the procedures set forth in this Section 7 shall be eligible to be elected at any meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 7.  The Board of Directors shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 7.  If any proposed nomination or business was not made or proposed in compliance with this Section 7, then except as otherwise provided by law, the Chairman of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.  Notwithstanding the foregoing provisions of this Section 7, unless otherwise required by law, if the stockholder does not provide the information required under clauses (a)(ii)(C)(2) and (a)(ii)(D)(1)-(3) of this Section 7 to the Corporation within the times frames specified herein, or if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.  For purposes of this Section 7, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the Corporation prior to the making of such nomination or proposal at such meeting by such stockholder stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders.

(ii)For purposes of this Section 7, a “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.  For purposes of clause (a)(ii)(D)(1) of this Section 7, shares shall be treated as “beneficially owned” by a person if the person beneficially owns such shares, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Regulations 13D and 13G thereunder or has or shares pursuant to any agreement, arrangement or understanding (whether or not in writing):  (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both), (B) the right to vote such shares, alone or in concert with others and/or

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(C) investment power with respect to such shares, including the power to dispose of, or to direct the disposition of, such shares.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact: Michael Carlotti	Media Contact: Laura Olson-Reyes
Vice President of Investor Relations and Capital Markets	Director of Corporate Communications
(702) 584-7995	(702) 584-7742
MCarlotti@ballytech.com	LOlson-reyes@ballytech.com

BALLY TECHNOLOGIES, INC. PROVIDES BUSINESS UPDATE

LAS VEGAS, April 5, 2010 — Bally Technologies, Inc. (NYSE: BYI), a leader in slots, video machines, networked systems, and server-based solutions for the global gaming industry, is providing an update on its business.

The Company is hosting a conference call and webcast beginning at 5 p.m. EDT (2 p.m. PDT) today related to this announcement. The public is invited to both the call and webcast. The conference call dial-in numbers are 866-700-6293 or 617-213-8835 (International); passcode “Bally.” The webcast can be accessed by visiting BallyTech.com and selecting “Investor Relations.” Interested parties should initiate the call and webcast process at least five minutes prior to the beginning of the presentation.

SALE OF THE RAINBOW CASINO

The Company has signed a definitive agreement for the sale of its Rainbow Casino in Vicksburg, Miss. to Isle of Capri Casinos, Inc. (NASDAQ: ISLE).  The sale price is expected to be approximately $80 million, and will allow the Company to concentrate on its core business.  Rainbow will be classified as an asset held for sale, and its results will be classified as discontinued operations in the Company’s March 31, 2010 financial statements.  The transaction is expected to close by approximately June 30, 2010.

EARNINGS GUIDANCE

The Company estimates the range of its EPS for the fiscal year ended June 30, 2010 (excluding the impact of the sale of Rainbow) will be $2.15 to $2.25 per fully diluted share, with the fourth quarter being stronger than the third quarter.  This compares to its previous guidance of $2.30 to $2.55 per fully diluted share.

The Company has provided this range of earnings guidance for fiscal 2010 to give investors general information on the overall direction of its business at this time. The guidance provided is

subject to numerous uncertainties, including, among others, overall economic conditions, the market for gaming devices and systems, competitive product introductions, complex revenue-recognition rules related to the Company’s business, and assumptions about the Company’s new product introductions and regulatory approvals.  The Company assumes no responsibility to update this guidance as the year progresses.

The Company has revised guidance principally based on its expectations of the following: 1) slower than expected deployment of capital by customers thus far in calendar 2010; 2) the interruption of gaming in Alabama (discussed below); and 3) lower-than-anticipated win per unit in Gaming Operations in the third quarter. Despite lower revenues than previously anticipated, gross-margin percents are expected to be within the normal ranges. The Company now anticipates the range of systems revenues to be $217-$223 million for fiscal year 2010 versus the previous $220-$230 million.

“While we are disappointed with the pace of customer capital deployment so far in calendar year 2010, we remain confident in our longer-term prospects,” said Richard Haddrill, Chief Executive Officer of Bally Technologies. “We have just begun delivering our new wheel-based recurring revenue product including Cash Spin, which won “Best Slot Product” at last year’s Global Gaming Expo (G2E).  Pre-orders for Cash Spin have been the strongest of any product in the Company’s history.   And, this summer, we will be releasing our new ALPHA 2 platform and Pro Series™ Upright gaming cabinet, which have received very positive feedback.  As evidenced by the enterprise systems agreement with Isle of Capri, we are continuing to take market share in the very competitive systems business due to our state-of-the-art suite of systems and server-based products, including iVIEW Display Manager™ (DM), which is rapidly gaining interest in the industry.”

ENTERPRISE SYSTEMS AGREEMENT WITH ISLE OF CAPRI CASINOS

The Company also announced an enterprise-wide contract with Isle of Capri to replace a competitor’s system with a full suite of Bally systems and server-based gaming solutions in 10 of its properties.  Isle of Capri’s remaining properties already use Bally systems.  Isle of Capri is expected to roll out this technology over the next several years.

CREDIT AGREEMENT

The Company is currently working with its bank group to amend its existing credit agreement.  The amendment would, among other things, increase the Company’s allowable leverage ratio and remove the current limitations on restricted payments, including share repurchases, as long as the Company remains below certain leverage ratios.  At the Company’s current leverage ratio, there would be no restrictions under the proposed amendment.  The amendment is expected to be completed by mid-April.  Combined with approximately $80 million of cash on the Company’s balance sheet at March 31, 2010, net cash expected from the Rainbow sale, availability under the Company’s $75 million revolving credit facility, and the free cash flow generated from operations, the Company expects that this amendment will allow it to accelerate purchases under its current share repurchase program and have increased liquidity for other corporate purposes.

SHARE REPURCHASE PLAN

The Company’s Board of Directors has authorized a new $150 million share repurchase plan which replaced the previous plan.

ALABAMA GAMING MARKET

The Company continues to monitor the Alabama charitable bingo market closely.   In the coming weeks, gaming in the state may resume and, based on possible voter action in November, gaming in Alabama could be expanded or reduced at that time.  As of March 31, 2010, the Company had approximately $5 million in development financing advanced; 1,750 recurring-revenue games in four locations with a net book value of approximately $7 million; and $1 million in uncollected receivables.  Depending on the evolving circumstances in Alabama, all or a portion of these assets may be considered impaired possibly as early as the finalization of the Company’s March 31, 2010 financial statements.

SYSTEMS USER CONFERENCE

On March 24-25, the Company hosted its seventh annual Systems User Conference with a record number of attendees, plus 16 corporate interoperability partners.  The highlight of the conference was the high level of customer interest in Bally’s iVIEW Display Manager™ (DM) player interface on the game screen, which can work seamlessly on virtually any manufacturer’s machines across an entire casino floor.  The Company displayed exciting new content for iVIEW DM, including casino-wide Cash Spin and its powerful new bonusing server.

THIRD-QUARTER FISCAL 2010 RESULTS ANNOUNCEMENT

Bally will present its third quarter fiscal 2010 results after the market closes on Thursday, April 29 and will also host a conference call and webcast beginning at 4:30 p.m. EDT (1:30 p.m. PDT). The public is invited to both the call and webcast.

The conference-call dial-in numbers are 866-277-1182 or 617-597-5359 (International); passcode “Bally.” The webcast can be accessed by visiting BallyTech.com and selecting “Investor Relations.” Interested parties should initiate the call and webcast process at least five minutes prior to the beginning of the presentation. For those who miss this event, an archived version will be available at BallyTech.com until May 31, 2010.

About Bally Technologies, Inc.

With a history dating back to 1932, Las Vegas-based Bally Technologies designs, manufactures, operates and distributes advanced gaming devices, systems and technology solutions worldwide. Bally’s product line includes reel-spinning slot machines, video slots, wide-area progressives, and Class II, lottery and central determination games and platforms. As the world’s No. 1 gaming systems company, Bally also offers an array of casino management, slot accounting, bonusing, cashless and table management solutions. The Company also owns and operates Rainbow Casino in Vicksburg, Miss. For more information, please contact Laura Olson-Reyes, Director of Corporate Communications, at 702-584-7742, or visit http://www.ballytech.com.

This news release may contain “forward-looking” statements within the meaning of the Securities Act of 1933, as amended, and is subject to the safe harbor created thereby. Such information involves important risks and uncertainties that could significantly affect the results in the future

and, accordingly, such results may differ from those expressed in any forward-looking statements.  Future operating results may be adversely affected as a result of a number of risks that are detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update the information in this press release and represents that the information is only valid as of today’s date.

— BALLY TECHNOLOGIES, INC. —

EX-99.2

Exhibit 99.2

CORPORATE PARTICIPANTS

Richard Haddrill

Bally Technologies, Inc. - President, CEO and Director

Robert Caller

Bally Technologies, Inc. - EVP, CFO and Corporate Treasurer

Gavin Isaacs

Bally Technologies, Inc. - EVP and COO

CONFERENCE CALL PARTICIPANTS

Joe Greff

JPMorgan - Analyst

David Katz

Oppenheimer & Co. - Analyst

Bill Lerner

Union Gaming Group - Analyst

David Bain

Sterne, Agee & Leach, Inc. - Analyst

Steve Kent

Goldman Sachs - Analyst

Ryan Worst

Brean Murray, Carret & Co. - Analyst

PRESENTATION

Operator

Good day, ladies and gentlemen. Welcome to the Bally Technologies, Inc. business update conference call. My name is Anisia and I will be your operator for today. At this time, all participants are in listen-only mode. Later, we will conduct a question-and-answer session. (Operator Instructions). As a reminder, this conference is being recorded for replay purposes.

I would now like to turn the conference over to your host for today, Mr. Richard Haddrill. Please proceed.

Richard Haddrill - - Bally Technologies, Inc. - President, CEO and Director

Thank you, Operator. With me today, I have Gavin Isaacs, Ramesh Srinivasan, Robert Caller, and Neil Davidson. The purpose of the call is to give you a little more color on the press releases we put out today, and then take any questions you have.

So earlier today, we did issue a business update press release that included some key developments at Bally, including a contract to sell Rainbow; revised guidance; an enterprise deal with Isle of Capri; planned changes to our credit agreement; a $150 million stock buyback authorization; and an update on our successful systems user conference.

The agreement to sell our Rainbow Casino in Vicksburg, Mississippi is for approximately $80 million. Disposition of Rainbow will allow us to concentrate on our core business of providing our customers with the leading games and systems technology. It’s also a great strategic fit for Isle of Capri.

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Now regarding our financial guidance, weak January and February results for many North American casinos appears to have kept the machine replacement market weak, and hence, put pressure on our game sales revenue forecast. This reluctance of customers to deploy capital so far this calendar year has also increased the delays on some expected orders in our systems business.

We also experienced a pretty low win-per-day in gaming operations during much of the third quarter, which, however, appears to be bouncing back. And the gaming situation in Alabama, which has really not clarified much in recent weeks, is also negatively impacting earnings by about $0.02 to $0.03 per share per quarter.

The combination of these and the delay of certain other business opportunities has caused us to lower the estimated range of our fully diluted EPS for fiscal 2010 to a range of $2.15 to $2.25 per share from our previous range of $2.30 to $2.55 per share. Margin percentages on the sales of the Company’s products, however, are expected to be within normal ranges.

Despite these near-term disappointments, there are a number of factors which cause us to have a very optimistic longer-term outlook for 2011 and beyond. First, the placement of [VLT’s] in Italy will begin in the latter half of calendar 2010. We are nearing the completion of our first round of negotiations with several of these 10 Italian concessionaires, and Bally expects to play a meaningful role in this market from both a games and systems perspective.

In this first round, we expect to obtain several systems and to place over 3,000 gaming devices in Italy, the majority of the revenue on a recurring basis.

Second point — our V32 gaming cabinet is performing well, and we will be releasing our new ALPHA 2 platform and ProSeries Cabinet this summer. ALPHA 2 will represent a 10 times improvement in processing power over our successful ALPHA platform, and this combination of sleek cabinet design with industry-leading technology horsepower should be powerful.

Third, our new gaming operations offerings are off to a great start. Our Digital Tower series of products launched this past year are doing great. Fireball is ramping up at a faster pace than even our most successful hotshot game. We now have 900 Fireballs installed in just 10 months.

And we already have commitments for 1,300 of our new wheel products led by Cash Spin, the Best of Slot product, the G2E. We shipped our first Cash Spin product this weekend and expect 500 to be placed within the next 90 days. This will represent our most successful such launch ever.

Fourth, we continue to take share in the systems business, as evidence by the enterprise-wide Isle of Capri announcement today — a competitive replacement. Our record systems pipeline continues to build and our win/loss record has never been better. IVIEW DM is rapidly gaining strong interest in the industry, and the upcoming Canadian provincial systems procurements represent a very exciting opportunity for Bally.

And finally, the new domestic jurisdictions, such as Illinois, Kansas, Maryland, Ohio and other expansion opportunities like Aqueduct in New York, represent a great calendar year 2011 opportunity for Bally in both games and systems.

With that, Anisia, I’d like to open up for any questions from the investors.

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QUESTIONS AND ANSWERS

Operator

(Operator Instructions). Joe Greff, JPMorgan.

Joe Greff - - JPMorgan - Analyst

Just your comment about orders being slow thus far in calendar 2010, is there much of a difference between the multi-casino operators, commercial casino operators, and, say, those that are kind of one-off or two-off, or Native American casinos that aren’t maybe what you’d consider to be kind of a larger, multi-casino operators?

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

Joe, we haven’t seen anything that would differentiate between the big operators and standalone. It’s kind of company-specific.

Joe Greff - - JPMorgan - Analyst

Okay. And you mentioned that you thought the game ops win-per-unit-per-day performance picked up in March and you didn’t see anything, I guess, looking forward about for sale activity getting better? Can you comment on that? Is there any glimmer of hope or something to be optimistic about in the next three to six months?

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

Well, you know, anecdotally, going into G2E, we had a number of customer meetings that were more positive this year than last year. G2E attendance was up and very positive customer meetings again. But it appeared that sort of as we got into the calendar year, there was a cautiousness about how that capital was deployed. So, although budget [tolls] were up, the allocation of them appear deliberate, very slow.

And so the normal early-in-the-year capital allocation and spend, we didn’t see here over the last couple of months. And that’s what’s surprised us, based on the very positive reaction we had last fall.

We think — but again, we’re not sure, because every customer is different — that part of that is due to relatively weak performance by operators in January and February. We don’t have very good numbers on operators for March, but our own gaming operations business was weak in certain markets, more than we expected in January and March — of January and February. We’re just getting our preliminary March numbers now, but it appears to have bounced back somewhat in March in gaming operations, which leads us to hope that the operators are seeing the same thing.

Joe Greff - - JPMorgan - Analyst

Got you. Great. Thank you.

Operator

David Katz, Oppenheimer.

David Katz - - Oppenheimer & Co. - Analyst

I wanted to just talk about Alabama, specifically in the guidance. I think we’ve probably all had on our [consciousness] $0.02 or $0.03 per quarter in recurring earnings. But in the release today, you talk about some of the prospective monies at risk that may be written down. Are you contemplating any of those write-downs in part or in full, in the guidance update? And then I have one other.

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Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

Not in the guidance update. We would view those as kind of unusual charges, David, if they were to occur. And based on the dynamics in the market today, we’re still cautiously optimistic that some form of gaming will continue. We’ve taken most of the revenue, though, out of our forecast. At the same time, we haven’t taken those write-offs with the hope that we’ll have some more clarity in the next two or three weeks. It’s been, as you know, almost every day a changing situation there. It’s been very difficult to forecast.

David Katz - - Oppenheimer & Co. - Analyst

And with respect to Rainbow, we do now need to put that into discontinued ops, I would think. So we could probably use a little bit of help, because I think, if I’m not mistaken, we’d love to get sort of a pretax or some kind of, Robert, help as to what we should be pulling out here. Although it does say in here in today’s release, that in your updated guidance, you’re excluding the impact of that.

Are you not pulling that out of your updated earnings number? And that if we were reflecting it as discontinued ops, the $2.15 or $2.25 would be lower still, correct?

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

That is correct. The annualized approximate impact of Rainbow is $0.10 to $0.11 per share. However, should we use the net proceeds of Rainbow to buy back stock, it would be flat or slightly accretive. So that’s kind of how you guys have to sort out the ups and the downs. And we’ll have some more for you in our earnings call in a couple of weeks.

David Katz - - Oppenheimer & Co. - Analyst

$0.10 to $0.11 is an annualized number?

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

Correct. For Rainbow, of earnings. And then again, depending on what we do with the proceeds, it could actually be flat or slightly accretive. And we’re of the mind that by being a focus-technology company, we’ll take away some of the price/earnings kind of gap we’ve had in the past, because of the Rainbow factor.

David Katz - - Oppenheimer & Co. - Analyst

And I know you’ve disclosed in the past what the tax basis is on Rainbow, but we haven’t talked about it probably for 2.5 years or so. What is the tax basis on there? And can you tell us what the multiple is — that $80 million is, on the Rainbow Casino?

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

You know, I think we’ll stay away from the multiple at this point and let the purchaser, Isle of Capri, deal with that. But from our point of view, we would estimate net proceeds at this time — and you know, taxes is not simple when you have an asset we’ve had this long — we would estimate net proceeds approximately $60 million. That could be up or down by $5 million.

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David Katz - - Oppenheimer & Co. - Analyst

Okay, thanks so much. I’ll give someone else a chance.

Operator

Bill Lerner, Union Gaming Group.

Bill Lerner - - Union Gaming Group - Analyst

A question on the credit facility amendment, maybe for Robert. Can you just talk through that for a second? Clearly, some of this is stock buyback or maybe most of it is, but you also have — you’re adding more capacity to that line. What’s behind that? Is that just a function of taking this to a market structure relative to where this thing was structured in the past?

Robert Caller - Bally Technologies, Inc. - EVP, CFO and Corporate Treasurer

Well, Bill, as you might recall, we completed the transaction at September of 2008, right in the midst of the financial crisis. And so we found that our deal was a little bit over marketed. We had some fairly restrictive covenants, both on the leverage ratio and our restricted payments basket.

And so, by entering into this new agreement, which we expect to complete by mid-April, this really gives us more of a market pricing. It gives us extra ability to deploy our balance sheet, should we decide to do so in terms of share repurchases.

Bill Lerner - - Union Gaming Group - Analyst

Okay, that’s helpful. Thank you.

Operator

David Bain, Sterne, Agee.

David Bain - - Sterne, Agee & Leach, Inc. - Analyst

Are you noticing any purchasing delays ahead of ALPHA 2 coming out — that you’re gauging?

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

You know, it’s really hard to tell, David, exactly why customers make buy decisions. We do believe that three of our larger competitors released new platforms about the same time. And we have been competing against those new technology platforms for the last couple of quarters. And clearly, there’s a lot of anticipation for ALPHA 2 since G2E. So that’s a possibility. But again, customers don’t always share with you exactly why they make a buy or why they don’t.

We still are guessing — you know, our ship share is right in that 25% range, maybe up or down a couple of points. But we think we’re holding our own relatively well despite having a bit of a disadvantage without our ALPHA 2 out for another five or six months.

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David Bain - - Sterne, Agee & Leach, Inc. - Analyst

Okay. And then I’m sure you have March numbers. So there’s still this $0.10 window in guidance and it seems like systems guidance is fairly tight. Is the window due to just replacement assumptions at this point? Or for the most part?

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

No, I mean, there’s always a little variability in systems based on when somebody goes live. We also are chasing several other deals that, frankly, up until recently, we thought we had a decent chance for June, but now feels like they — just very unlikely that we could get them done by June.

So games is clearly part of it. Also the game ops that we saw, kind of weak in January and February but bouncing back somewhat in March, we think it’s a little bit harder to forecast how many of the cash spends we can get out. We think 500 by the end of the month. So we have a number of variables, and certainly the games part of the segment is the biggest.

And we — just to be clear, on the ALPHA 2, the ALPHA 2 technology platform, we don’t expect until the September timeframe, but the ProSeries Cabinet, we think we can get a few sales into June. So we’ve probably got more variability here in our business the last couple of months than we are accustomed to, just with all the dynamics, including Alabama, which changes almost daily.

David Bain - - Sterne, Agee & Leach, Inc. - Analyst

Okay. And then just a final one, I mean, the backlog on the wheel seems great. Are you guys looking at displacing competitors for the most part with that backlog? Or is it a mix or your own product for the most part?

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

Well, you know, the Fireballs that have gone out have had a fair amount of cannibalization of our existing Bally products. The Cash Spin product, because of the category it’s in, we think will have a significantly lower level of cannibalization than some of our other gaming ops products. A little early to tell. And again, customers don’t always give us specific reasons why they’re taking a product, but we think that we can get, like I said, $500 of the Cash Spins out with — you know, we would guess right now 50% or less cannibalization from that.

David Bain - - Sterne, Agee & Leach, Inc. - Analyst

Okay, great. Thank you.

Operator

(Operator Instructions). Steve Kent, Goldman Sachs.

Steve Kent - - Goldman Sachs - Analyst

Hi, Dick. It’s Steve. Just on the systems business, could you just review the lead-time on that? And I guess I’m trying to understand if that lead-time is getting shorter or longer, and your ability to project that over the next 12 months.

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Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

You know, what has happened in systems, if you look at the statistics we keep, is our win/loss ratio is the best it’s been and our pipeline has continued to grow. It started growing nicely about a year ago and it’s at a record level.

What has also increased, though, is the deferred decisions. And we think, again, it’s a capital issue that customers want to make this move, want to make this investment, but are being very deliberate. The time it takes from when a customer even makes a decision to when we get a contract signed is a little bit longer than it used to be. And getting them to make the decision takes a little bit longer.

So that’s what’s taking longer over this last, say, six months than we’ve seen in the prior couple of years, even though the level of interest is actually higher.

Steve Kent - - Goldman Sachs - Analyst

So when you vet your forecast, are you putting in expected orders or actual orders? So when you gave us that guidance, is that what you’ve got locked down? Or this is what you think is going to be locked down? Because I guess I always thought it was what were for sure certain orders and you knew they were coming out over the next six or 12 months — (multiple speakers) then it was just the timing.

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

A couple of things. On the system side, if it’s a new opening, we have a pretty good date unless that opening slips. If it’s add-on products, though, that can be purchased on short notice.

So, generally speaking, for the guidance we give you for the balance of this year, which has three months left plus a little revenue reconciliation here for March, it’s pretty much orders that we have, with a little variability for some of the add-on products that can be purchased or not, and variability for whether or not a go-live occurs, say, in June or early July. So that’s the variability for the balance of this year.

If we give you guidance at the start of fiscal ‘11 for fiscal ‘11, that will include a higher percentage of pipeline and less of committed backlog.

Steve Kent - - Goldman Sachs - Analyst

Okay, thank you.

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

Let me also just clarify too, before we take the next question, that I think I spoke and said we expected to have 500 Cash Spins out in the next month. We expect to have 500 Cash Spins out by the end of June — I want to be clear on that.

We’ll take one more question at this time.

Operator

And the final question comes from the line of Mr. Ryan Worst with Brean Murray. Please proceed.

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Ryan Worst - - Brean Murray, Carret & Co. - Analyst

Most of my questions have been answered, including that clarification you just made, Dick. But also was — are those Cash Spin games included in the larger backlog number of 1,300 that you gave? And what do you think the timeframe is for deploying that larger backlog number?

Gavin Isaacs - - Bally Technologies, Inc. - EVP and COO

This is Gavin Isaacs. Yes, they are included in the wheel number. And we would expect, given that they’re all commitments, to have them out probably by the end of summer at the latest. And we’d expect that number to grow.

Ryan Worst - - Brean Murray, Carret & Co. - Analyst

Great. Thanks, Gavin. Appreciate it.

Operator

Ladies and gentlemen, this concludes the question-and-answer session for today’s call. I would now like to hand the call over to Mr. Richard Haddrill for any closing remarks.

Richard Haddrill - Bally Technologies, Inc. - President, CEO and Director

Well, thank you, Operator, and thank you, investors, for your continued interest in Bally. We’ve got a lot of exciting things going on. We’re disappointed in the short-term forecast but very positive on our business going forward. Thanks again.

Operator

Thank you for your participation in today’s conference. This concludes the presentation. You may now disconnect.

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