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 10, 2009

SHUFFLE MASTER, INC.

(Exact name of registrant as specified in its charter)

Minnesota (State or Other Jurisdiction of Incorporation or Organization)	0-20820 (Commission File Number)		41-1448495 (IRS Employer Identification No.)
1106 Palms Airport Drive Las Vegas, Nevada (Address of Principal Executive Offices)		89119-3720 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

On August 13, 2009, Shuffle Master, Inc. (NASDAQ National Market: SHFL) (the “Company”) announced a material inducement grant of stock options to Linster W. Fox, in connection with Mr. Fox’s appointment as the Company’s Chief Financial Officer, effective August 1, 2009. On August 10, 2009, the Compensation Committee of the Board of Directors of the Company, consisting of only Independent Directors, recommended and approved the inducement grant of stock options, and on August 10, 2009, the Board of Directors of the Company granted an option to purchase 60,000 shares of the Company’s common stock to Mr. Fox (the “Inducement Award”) pursuant and subject to the provisions of an award agreement. The Inducement Award: (a) was granted in reliance on Nasdaq Marketplace Rule 5635(c)(4); (b) has an exercise price equal to $7.12, the closing price of the Company’s common stock on the date of the grant; (c) vests one quarter per year beginning on August 10, 2010, and will continue vesting on each of the next three annual anniversary dates, provided that Mr. Fox remains employed on each anniversary date; and (d) has an expiration date of August 10, 2019. The full text of the press release is furnished as Exhibit 99.1 to this report. Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated August 13, 2009, announcing option grant to Linster W. Fox.

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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:  August 13, 2009

/s/ Timothy J. Parrott

Timothy J. Parrott

Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

SHUFFLE MASTER, INC. 1106 Palms Airport Dr. Las Vegas, NV 89119 www.shufflemaster.com
News Release
FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations ph:           (702) 897-7150 fax:           (702) 270-5161	Timothy J. Parrott, CEO Linster W. Fox, CFO ph:           (702) 897-7150 fax:           (702) 270-5161

Shuffle Master, Inc. Announces Option Grant

LAS VEGAS, Nevada, Thursday, August 13, 2009 - Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL) (“Shuffle Master” or the “Company”) announced today that in accordance with NASDAQ Marketplace Rule 5635(c)(4), the Compensation Committee of the Board of Directors, which is composed entirely of the Company’s Independent Directors, approved an inducement grant of 60,000 stock options to Linster W. Fox, Shuffle Master's Chief Financial Officer.  On August 10, 2009, the Board of Directors granted Fox an option to purchase 60,000 shares of the Company’s common stock at an exercise price of $7.12, the closing price of the Company’s common stock on the date of the grant.  The options are all non-qualified and will vest one quarter per year beginning on August 10, 2010 and continue vesting on each of the next three annual anniversary dates, provided that Fox remains employed on each anniversary date.  The stock options will expire 10 years from the grant date.  There are also provisions in the grant for accelerated vesting.  The option was granted outside Shuffle Master's equity incentive plans and as a material inducement to Fox's employment with the Company.  This announcement complies with the applicable NASDAQ rule requiring disclosure of such an inducement grant.

The terms and conditions of the anticipated stock option grant were previously disclosed on the Company’s Current Report on Form 8-K filed on August 6, 2009, in connection with Fox’s appointment as the Company’s Chief Financial Officer, effective as of August 1, 2009.

About Shuffle Master, Inc.

Shuffle Master, Inc. is a gaming supply company specializing in providing its casino customers with improved profitability, productivity and security, as well as popular and cutting-edge gaming entertainment content, through

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value-add products in four distinct categories: Utility products which includes automatic card shuffler, roulette chip sorters and intelligent table system modules, Proprietary Table Games which include live table game tournaments, Electronic Table Systems which include various e-Table game platforms and Electronic Gaming Machines which include traditional video slot machines for select markets and wireless gaming solutions. The Company is included in the S&P Smallcap 600 Index.  Information about the Company and its products can be found on the Internet at www.shufflemaster.com.

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Forward Looking Statements

This release contains forward-looking statements that are based on management’s current beliefs and expectations about future events, as well as on assumptions made by and information available to management. The Company considers such statements to be made under the safe harbor created by the federal securities laws to which it is subject, and assumes no obligation to update or supplement such statements. Forward-looking statements reflect and are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Risk factors that could cause actual results to differ materially from expectations include, but are not limited to, the following: the Company’s intellectual property or products may be infringed, misappropriated, invalid, or unenforceable, or subject to claims of infringement, invalidity or unenforceability, or insufficient to cover competitors' products; the gaming industry is highly regulated and the Company must adhere to various regulations and maintain its licenses to continue its operations; the transition to a new chief financial officer could be disruptive to the Company’s business or simply unsuccessful; the Company’s ability to implement its ongoing strategic plan successfully is subject to many factors, some of which are beyond the Company’s control; litigation may subject the Company to significant legal expenses, damages and liability; the Company’s products currently in development may not achieve commercial success; the Company competes in a single industry, and its business would suffer if its products become obsolete or demand for them decreases; any disruption in the Company’s manufacturing processes or significant increases in manufacturing costs could adversely affect its business; the Company’s gaming operations, particularly its Utility, Proprietary Table Games, Electronic Table Systems and Electronic Gaming Machines, may experience losses due to technical difficulties or fraudulent activities; the Company operates in a very competitive business environment; the Company is dependent on the success of its customers and is subject to industry fluctuations; risks that impact the Company’s customers may impact the Company; certain market risks may affect the Company’s business, results of operations and prospects; a continued downturn in general worldwide economic conditions or in the gaming industry or a reduction in demand for gaming may adversely affect the Company’s results of operations; the Company’s domestic and global growth and ability to access capital markets are subject to a number of economic risks; economic, political, legal and other risks associated with the Company’s international sales and operations could adversely affect its operating results; changes in gaming regulations or laws; the Company is exposed to foreign currency risk; the Company could face considerable business and financial risk in implementing acquisitions; if the Company’s products contain defects, its reputation could be harmed and its results of operations adversely affected; the Company may be unable to adequately comply with public reporting requirements; the Company’s continued compliance with its financial covenants in its senior secured credit facility is subject to many factors, some of which are beyond the Company’s control; the restrictive covenants in the agreement governing the Company’s senior secured credit facility may limit its ability to finance future operations or capital needs or engage in other business activities that may be in its interest; the Company’s available cash and access to additional capital may be limited by its leverage; and the Company’s business is subject to quarterly fluctuation. Additional information on these and other risk factors that could potentially affect the Company’s financial results may be found in documents filed by the Company with the Securities and Exchange Commission, including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its latest annual report on Form 10-K.

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