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): August 20, 2014 (August 19, 2014)

BALLY TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Nevada	001-31558	88-0104066
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

6601 S. Bermuda Rd., Las Vegas, Nevada	89119
(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:

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

xSoliciting 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 8.01.Other Events.

On August 20, 2014, Bally Technologies, Inc. (the “Company”) and Scientific Games Corporation (“Scientific Games”) announced that each of the Company and Scientific Games had received notice on August 19, 2014 from the Federal Trade Commission (the “FTC”) that the FTC had granted early termination under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously announced the agreement and plan of merger by and among the Company, Scientific Games, Scientific Games Nevada, Inc. and Scientific Games International, Inc. A copy of the joint press release announcing such early termination is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Additionally, on August 20, 2014, the Company distributed materials related to Early Termination of HSR Frequently Asked Questions related to the Agreement and Plan of Merger to its employees, a copy of which materials is attached hereto as Exhibit 99.2 and is incorporated 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,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Although we believe the expectations reflected in any forward-looking statements are reasonable, they involve known and unknown risks and uncertainties, are not guarantees of future performance, and actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements and 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 Scientific Games 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 Scientific Games 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 June 30, 2013, as supplemented by the risksdescribed Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, and our more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”). 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.

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Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving the Company and Scientific Games. The proposed transaction will be submitted to the shareholders of the Company for their consideration. In connection with the proposed transaction, the Company will prepare a proxy statement to be filed with the SEC. The Company and Scientific Games also plan to file with the SEC other documents regarding the proposed transaction. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to the Company’s Investor Relations website page at http://investor.ballytech.com or by contacting Investor Relations by mail to Bally Technologies, Inc., Attn: Investor Relations, 6650 S. El Camino Road, Las Vegas, Nevada 89118.

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 October 28, 2013. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed Merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available.  You may obtain free copies of this document as described in the preceding paragraph.

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits.

99.1Press Release of Bally Technologies, Inc., dated August 20, 2014

99.2Early Termination of HSR Frequently Asked Questions Related to the Agreement and Plan of Merger, distributed on August 20, 2014 by Bally Technologies, Inc.

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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 hereunto duly authorized.

	Bally Technologies, Inc.
Date: August 20, 2014	By:	/S/ KATIE S. LEVER
		Katie S. Lever
		Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release of Bally Technologies, Inc., dated August 20, 2014
99.2	Early Termination of HSR Frequently Asked Questions Related to the Agreement and Plan of Merger, distributed on August 20, 2014 by Bally Technologies, Inc.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Scientific Games and Bally Announce Early Termination

of Hart-Scott-Rodino Act Waiting Period

New York and Las Vegas, August 20, 2014 — Scientific Games Corporation (Nasdaq: SGMS) (“Scientific Games”) and Bally Technologies, Inc. (NYSE: BYI) (“Bally”) today announced that the companies received notice of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) with respect to Scientific Games’ pending acquisition of Bally. The acquisition is expected to be completed in early 2015.

As announced on August 1, 2014, Scientific Games has agreed to acquire all of the outstanding Bally common stock for $83.30 in cash per share.  The acquisition will be financed with debt and cash on hand and Scientific Games has obtained committed debt financing for the transaction, which is not subject to a financing contingency.

Termination of the HSR waiting period satisfies one of the conditions required for completion of the transaction.  The transaction remains subject to approval by Bally’s stockholders, receipt of certain gaming regulatory approvals and other customary conditions.

About Scientific Games

Scientific Games Corporation (NASDAQ: SGMS) is a leading developer of technology-based products and services and associated content for worldwide gaming and lottery markets.  Scientific Games’ portfolio includes instant and draw-based lottery games; electronic gaming machines and game content; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and social, mobile and interactive content and services.  For more information, please visit: www.scientificgames.com.

About Bally Technologies

Founded in 1932, Bally Technologies (NYSE: BYI) provides the global gaming industry with innovative games, table game products, systems, mobile, and iGaming solutions that drive revenue and provide operating efficiencies for gaming operators. For more information, please visit http://www.ballytech.com. Connect with Bally on Facebook, Twitter, YouTube, LinkedIn, and Pinterest.

Company Contacts

Investor Relations:

Scientific Games:  Bill Pfund +1 847-785-3167

Vice President, Investor Relations

bill.pfund@scientificgames.com

Bally:  Mike Carlotti +1 702-532-7995

Vice President of Treasury and Investor Relations

mcarlotti@ballytech.com

Media Relations:

Scientific Games:  Mollie Cole +1 773-961-1194

Director, Corporate Communications

mollie.cole@scientificgames.com

Bally:  Laura Olson-Reyes +1 702-532-7742

Senior Director, Marketing & Corporate Communications

lolson-reyes@ballytech.com

Bally:  Mike Trask +1 702-532-7451

Senior Manager, Corporate Communications

mtrask@ballytech.com

Forward-Looking Statements

In this press release, Scientific Games makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “project,” “assume,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could,” “potential,” “opportunity,” or similar terminology. These statements are based upon management’s current expectations, beliefs, assumptions and estimates and are not guarantees of timing, future results or performance. Similarly, statements herein that describe the pending acquisition of Bally by Scientific Games (the “Transaction”), including its financial impact, and other statements of management’s expectations, beliefs, assumptions, estimates and goals regarding the Transaction, are forward-looking statements. It is uncertain whether any of the events or results anticipated by the forward-looking statements (including consummation of the Transaction) will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined company or the price of Scientific Games’ or Bally’s stock. These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: uncertainties as to the timing of the consummation of the Transaction and the ability of the parties to consummate the Transaction; the satisfaction of the conditions precedent to consummation of the Transaction, including the approval of Bally’s stockholders; the ability to obtain required regulatory and gaming approvals at all or in a timely manner; the ability to obtain the debt financing necessary to consummate the Transaction; litigation related to the Transaction; disruption of Bally’s or Scientific Games’ current plans and operations as a result of the Transaction; the ability of Bally or Scientific Games to retain and hire key personnel; competitive responses to the Transaction; unexpected costs, charges or expenses resulting from the Transaction; the ability of Scientific Games to successfully integrate Bally’s operations, product lines and technology; the ability of Scientific Games to implement its plans, forecasts and other expectations with respect to Bally’s business after the completion of the Transaction and to realize additional opportunities for growth and innovation; the ability of Scientific Games to realize the anticipated synergies from the Transaction in the anticipated amounts or within the anticipated timeframes or costs expectations or at all; the ability of Scientific Games and Bally to maintain relationships with their respective employees, customers, other business partners and governmental authorities; and the other risks, uncertainties and important factors contained and identified (including under the heading “Risk Factors”) in Scientific Games’ and Bally’s filings with the Securities and Exchange Commission (the “SEC”), such as their respective Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, any of which could cause actual results to differ materially from the forward-looking statements.

The forward-looking statements included in this press release are made only as of the date hereof and, except for Scientific Games’ and Bally’s ongoing obligations under U.S. federal securities laws, neither Scientific Games nor Bally undertakes any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.  Bally is responsible for the information in this press release concerning Bally and Scientific Games is responsible for the information in this release concerning Scientific Games.  Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Bally and Scientific Games. Bally intends to file with the SEC a proxy statement in connection with the proposed transaction with Scientific Games. Bally also intends to file with the SEC other documents regarding the proposed transaction. The definitive proxy statement will be sent or given to the stockholders of Bally and will contain important information about the proposed transaction and related matters.  BALLY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  The proxy statement and other relevant materials (when they become available), and any other documents filed by Bally with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov.  In addition, security holders of Bally will be able to obtain free copies of the proxy statement from Bally by contacting Investor Relations by mail at Attn:  Investor Relations, Bally Technologies, 6650 El Camino Road, Las Vegas, NV 89118.

Participants in the Solicitation

Bally and its directors and officers and Scientific Games and other persons may be deemed to be participants in the solicitation of proxies in connection with the proposed merger.  Information about Bally’s directors and executive officers is included in Bally’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 filed with the SEC on August 28, 2013 and in the proxy statement for Bally’s 2013 annual meeting of stockholders, filed with the SEC on October 28, 2013.  Additional information regarding these persons and their interests in the merger will be included in the proxy statement relating to the proposed merger when it is filed with the SEC.  These documents can be obtained free of charge from the sources indicated above. Stockholders may obtain additional information regarding these persons and their interests in the proposed transaction, which may be different than those of Bally’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed transaction, when filed with the SEC.  Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.

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Page 3 of 3

EX-99.2

Exhibit 99.2

Bally Technologies Granted Early Termination of Hart-Scott-Rodino (HSR) Waiting Period for Scientific Games Merger Agreement

August 20, 2014

What does the early termination of the HSR waiting period mean?

On Wednesday morning we announced that Federal Trade Commission granted early termination of the Hart-Scott-Rodino (“HSR”) waiting period for Scientific Games’ proposed acquisition of Bally; click here to read the news release.  This is an important milestone in the efforts to complete the transaction, as it allows us to move forward without any uncertainty regarding a HSR review by the Federal Trade Commission.

What happens now?

Over the coming months, we will be working closely with Scientific Games to complete the other requirements to finalize the acquisition, including receiving approval from our shareholders and required gaming approvals.  Even with the HSR waiting period behind us, we must continue to conduct business as usual and operate independently from Scientific Games.  However, we are excited to accelerate our efforts to plan the integration of our two companies.

Will there be an integration team?

We will very shortly be announcing an integration team made up of leaders from both Scientific Games and Bally.  Together, they will lead the companies to help ensure we have the smoothest and most efficient integration

What does this mean for me?

While the future is exciting, we also recognize that periods of change in an organization can result in increased levels of uncertainty.  The best thing we all can do is to remain focused on our day-to-day responsibilities. Bally’s success has always been its great employees, and it is now more important than ever that we all stay focused on providing the exceptional quality, service, and systems we are known for — and remain focused on our day-to-day obligations.  Remember, if you have any questions on your benefits or compensation under the Merger Agreement, please review the earlier issued Hot Topic on this subject or visit our merger website on BallyNET.

What’s next?

In line with our commitment to keep you informed of merger-related activities, we will continue providing you with updates as they become available.  Please refer to the internal merger website on BallyNET for more information and the latest communication related to the merger.

Forward-Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Although we believe the expectations reflected in any forward-looking statements are reasonable, they involve known and unknown risks and uncertainties, are not guarantees of future performance, and actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements and 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, Bally Technologies, Inc. (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 Scientific Games Corporation (“SGMS”) 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 SGMS 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 June 30, 2013, as supplemented by the risks described Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, and our more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”). 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

This communication is being made in respect of the proposed transaction involving the Company and SGMS. The proposed transaction will be submitted to the shareholders of the Company for their consideration. In connection with the proposed transaction, the Company will prepare a proxy statement to be filed with the SEC. The Company and SGMS also plan to file with the SEC other documents regarding the proposed transaction. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to the Company’s Investor Relations website page at http://investor.ballytech.com or by contacting Investor Relations by mail to Bally Technologies, Inc., Attn: Investor Relations, 6650 El Camino Road; Las Vegas, NV 89118.

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 October 28, 2013. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed Merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available.  You may obtain free copies of this document as described in the preceding paragraph.