UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act OF 1934
Date of report (Date of earliest event reported): March 17, 2011
BALLY TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
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001-31558 |
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88-0104066 |
(State or Other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
6601 S. Bermuda Rd. |
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89119 |
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Registrants 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:
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))
Explanatory Note
This Amendment to Current Report on Form 8-K/A amends the Form 8-K filed with the Securities and Exchange Commission on March 18, 2011 to (i) correct the information provided with respect to the Companys non-management director compensation program, which was previously incorporated by reference to the Companys definitive proxy statement, which errantly provided that each new non-management director receives a grant of 50,000 stock options rather than an award of $500,000 of stock options and (ii) update the information provided with respect to Mr. Srinivasan.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2011, Bally Technologies, Inc. (the Company), announced that the Board of Directors expanded the size of the Board from five to seven directors and appointed Mr. W. Andrew McKenna and Ms. Josephine Linden to fill the two newly created vacancies, effective April 1, 2011. Mr. McKenna and Ms. Lindens terms will end at the Companys 2012 and 2013 Annual Meetings of Shareholders, respectively. Mr. McKenna and Ms. Linden, each an independent director, will serve as members of the Audit Committee. Mr. McKenna and Ms. Linden will each participate in the Companys compensation program for non-management directors. Specifically, Mr. McKenna and Ms. Linden will each receive an annual retainer of $60,000 per year for serving on the Board and an additional $15,000 per year for serving on the Audit Committee. Each director will also receive an annual grant of $250,000 of restricted stock on the first trading day of each calendar year for their service for the following year, which amount will be pro-rated for their service in calendar year 2011. The number of shares of restricted stock is calculated based on the closing price of a share of common stock on the grant date and the award vests on the first anniversary of the grant date. Each director also receives a one-time appointment grant of $500,000 worth of stock options vesting in three equal installments on the first, second and third anniversaries of the directors appointment. The specific number of options granted was 28,361, which was calculated based on a Black-Scholes valuation. Each director may elect to receive some or all of the cash compensation in the form of restricted stock or restricted stock units and may also elect to receive restricted stock units in lieu of some or all of the restrict stock grant. Biographical information regarding Mr. McKenna and Ms. Linden is included in the press release filed herewith as exhibit 99.1 and such information is incorporated herein by reference.
The Company also announced that, effective as of March 30, 2011, Mr. Ramesh Srinivasan, Executive Vice President, Systems, will be promoted to serve as the Companys President and Chief Operating Officer. Mr. Gavin Isaacs, the Companys current Chief Operating Officer, will be leaving the Company to become the Chief Executive Officer of ShuffleMaster, Inc. Mr. Srinivasans compensation is described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on October 22, 2010 under the heading Executive Compensation. On April 6, 2011, Mr. Srinivasan received a grant of 18,000 shares of restricted stock and a grant of 36,000 stock options. Each grant vests in four equal installments on the first, second, third and fourth anniversaries of the grant date. The Company and Mr. Srinivasan are currently negotiating a new employment agreement.
Mr. Srinivasan, age 50, joined the Company in March 2005 as Executive Vice President of Bally Systems. Mr. Srinivasan is currently responsible for the Companys worldwide Systems business including sales, product management, product development, implementation and professional services and customer support. From 1998 to 2005, Mr. Srinivasan held several positions including Executive Vice President of Warehouse Management Systems at Manhattan Associates, Inc., a global leader in software solutions to the supply chain industry.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated March 17, 2011.
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.
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BALLY TECHNOLOGIES, INC. | |
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By: |
/s/Mark Lerner |
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Mark Lerner |
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Senior Vice President, General Counsel and Secretary |
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Dated: April 7, 2011 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact: Michael Carlotti |
Media Contact: Laura Olson-Reyes |
Vice President of Treasury and Investor Relations |
Director of Corporate Communications |
(702) 584-7995 |
(702) 584-7742 |
MCarlotti@ballytech.com |
LOlson-reyes@ballytech.com |
RAMESH SRINIVASAN PROMOTED TO PRESIDENT AND CHIEF
OPERATING OFFICER OF BALLY TECHNOLOGIES
Company appoints new board members W. Andrew McKenna and Josephine Linden
LAS VEGAS, March 17, 2011 Bally Technologies, Inc. (NYSE: BYI), a leader in slots, video machines, casino-management, and networked and server-based systems for the global gaming industry, today announced the promotion of Ramesh Srinivasan to President and Chief Operating Officer.
Srinivasan will be responsible for all of Ballys worldwide games, systems, and server-based solutions, as well as customer service, reporting to Chief Executive Officer Richard Haddrill. Srinivasan joined Bally in 2005 as Executive Vice President of Bally Systems. Under Srinivasan, Bally Systems has become the clear market leader, positioning Bally to capitalize on the convergence of the games and systems businesses as well as emerging mobile and web-based gaming platforms.
Gavin Isaacs, the Companys Chief Operating Officer for the past four years, will depart Bally effective March 30 to join Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL) as its Chief Executive Officer.
Ramesh Srinivasan has been a terrific business partner for more than 11 years across two companies, and I am confident that his outstanding track record of success will continue in these new responsibilities, said Richard Haddrill, Chief Executive Officer of Bally Technologies. Gavin Isaacs has been an important part of our success at Bally, and we wish him well at Shuffle Master.
Bally Technologies also announced that Bryan Kelly, who has been leading Ballys Innovation Lab and has been integral to many of the Companys recent breakthrough technologies, has been promoted to Senior Vice President of Technology and will continue to lead Ballys technology innovation efforts as well as networked gaming, reporting to Richard Haddrill.
The Company promoted Derik Mooberry to Senior Vice President of Products and Operations, reporting to Ramesh Srinivasan, capitalizing on Mooberrys leadership experience in both Bally Games and Systems organizations.
Robert (Bob) J. Parente, who joined Bally in 2009, has been promoted to Vice President and Managing Director of Canada to lead all of Ballys activities in this growing gaming market.
Bally also announced that John Connelly, who previously served as the Companys Vice President of International, will rejoin as Vice President of Business Development with responsibility for new markets, partnerships, and acquisition activities, reporting to Richard Haddrill.
Senior Vice President Bruce Rowe will continue his responsibilities as the executive responsible for Ballys strategic direction.
Bally Welcomes New Board Members
In other news, the Company announced the appointments of Josephine Linden and W. Andrew McKenna to its Board of Directors.
Linden is an Adjunct Professor in the Finance department of Columbia Business School and also currently serves as the Treasurer and a Trustee for the Collegiate School and is also a member of the Council on Foreign Relations. In addition, she serves as the financial advisor for HRH, the Prince of Wales Foundation, and is a member of the Advance Australia Global Advisory Board. She recently retired from Goldman Sachs as a Partner and Managing Director after being with the firm for more than 25 years, where she held a variety of roles, including Regional Manager of the New York office for Private Wealth Management, head of Global Equities Compliance, and an Advisor to GSJBWere, Australia.
McKenna currently serves as a member of the Board of Directors and Audit Committee Chair of AutoZone, Inc. as well as Chairman of the Supervisory Board of Georgia BioMass, LLC. He previously served as Lead Director and Audit Committee Chair for Danka, Inc. and President and Member of the Board of Directors of SciQuest.com Inc. Prior to that, McKenna held various positions with The Home Depot Inc., including Senior Vice President of Strategic Business Development, Divisional President, and Chief Information Officer, and he spent 16 years at Deloitte Touche Tohmatsu International, the last 10 years as Partner.
We are fortunate to have such a broad and deep senior management team and excited about Josephine and Andy joining our Board of Directors, said Kevin Verner, Ballys Chairman of the Board. With the recent extension of Richard Haddrill as Chief Executive Officer, and the technology direction of the future of gaming, these changes and additions will serve our shareholders well in the years ahead.
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. Ballys product line includes reel-spinning slot machines, video slots, wide-area progressives, and Class II, lottery and central determination games and platforms. As the worlds No. 1 gaming-systems company, Bally also offers an array of casino management, slot accounting, bonusing, cashless and table management solutions. 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 Companys 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 todays date.
BALLY TECHNOLOGIES, INC.
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