-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WIDaS8ZTkbU/kg+jO7AjVrr5BadZNtkShfxpilEgxOHOiKOiat9uZq2RandhxjKW qmXAsVYaU0zP0fKkdMAuaw== /in/edgar/work/20000612/0000897101-00-000603/0000897101-00-000603.txt : 20000919 0000897101-00-000603.hdr.sgml : 20000919 ACCESSION NUMBER: 0000897101-00-000603 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20000612 EFFECTIVENESS DATE: 20000612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHUFFLE MASTER INC CENTRAL INDEX KEY: 0000718789 STANDARD INDUSTRIAL CLASSIFICATION: [3990 ] IRS NUMBER: 411448495 STATE OF INCORPORATION: MN FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39060 FILM NUMBER: 653136 BUSINESS ADDRESS: STREET 1: 10921 VALLEY VIEW RD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6129431951 S-8 1 0001.txt As filed with the Securities and Exchange Commission on June 12, 2000 Registration No. 333- _________ --------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------- SHUFFLE MASTER, INC. (Name of Registrant in its Charter) MINNESOTA 3999 41-1448495 (State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer Incorporation or Organization) Classification Code Number) Identification No.) ---------------------------------------- 10901 Valley View Road Eden Prairie, Minnesota 55344 (952) 943-1951 (Address and Telephone Number of Principal Executive Offices and Principal Place of Business) ---------------------------------------- Shuffle Master, Inc. 1993 Stock Option Plan (Full Title of the Plan) ---------------------------------------- Thomas G. Barry, Jr., Esq. 10901 Valley View Road Eden Prairie, Minnesota 55344 (952) 943-1951 (Name, Address, and Telephone Number of Agent for Service) ---------------------------------------- Copies to: Michael W. Schley, Esq. Larkin, Hoffman, Daly & Lindgren, Ltd. 1500 Norwest Financial Center 7900 Xerxes Avenue South Bloomington, Minnesota 55431 (952) 835-3800 ---------------------------------------- APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offering pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| CALCULATION OF REGISTRATION FEE
- -------------------------- ------------------ --------------------------- ----------------------- ------------------ Title of Each Class of Proposed Maximum Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of Registered Registered (1) Price Per Share (2) Price Registration Fee - -------------------------- ------------------ --------------------------- ----------------------- ------------------ Common stock ($.01 par value) 485,000 (3) $14.75 $7,153,750 $2,110.36 - -------------------------- ------------------ --------------------------- ----------------------- ------------------
(1) The Registration Statement also includes an indeterminable number of additional shares that may become issuable as a result of terminated, expired or surrendered options for shares of Common Stock, or pursuant to the antidilution provisions of the Shuffle Master, Inc. 1993 Stock Option Plan, as amended (the "Plan"). (2) The Plan authorizes the issuance of both incentive stock options under Section 422 of the Internal Revenue Code and nonqualified options. For purposes of calculating the registration fee, it is assumed that all options granted are incentive stock options and accordingly are exercisable at a price equal to 100% of "fair market value" at the date of grant. Fair market value is estimated, solely for the purpose of calculating the registration fee, as the closing price of Shuffle Master, Inc. (the "Company") Common Stock as reported by the Nasdaq National Market on June 7, 2000. (3) The Company, on December 30, 1994, initially filed a Form S-8 Registration Statement (Commission File No. 33-88124) registering 350,000 shares issuable upon exercise of options which could be granted pursuant to the Plan and, similarly, registering the same number of shares for resale by affiliates of the Company upon exercise of such options. Subsequent thereto, on July 10, 1995, the Company effected a 3-for-2 stock split. The original Registration Statement included (as set forth in footnote 1 to the fee table thereon) "additional shares that may become issuable . . . pursuant to the antidilution provisions of the [Plan],"as a result of which the options to purchase 350,000 shares became entitled to purchase 525,000 shares. Accordingly, the 525,000 shares issuable pursuant to the Plan prior to its amendment and salable by affiliates upon exercise of options authorized by the Plan prior to its amendment, have already been registered. On August 6, 1996, the Company filed a further Form S-8 Registration Statement (Commission File No. 333-09623) registering 200,000 additional shares added to the Plan by amendment approved by the Shareholders of the Company on March 29, 1996. This Registration Statement relates to 235,000 additional shares added to the Plan by a second amendment of the Plan approved by the Shareholders of the Company on March 19, 1998 and a subsequent 250,000 additional shares added to the Plan by a subsequent amendment of the Plan approved by the Shareholders of the Company on March 17, 1999, for an aggregate of 485,000 additional shares (the "Aggregate Additional Shares"). Such Aggregate Additional Shares may become issuable pursuant to options granted or to be granted pursuant to the Plan. Such Aggregate Additional Shares are being registered for issuance upon exercise of options. Pursuant to General Instruction E to Form S-8, adopted pursuant to the Securities Act of 1933, as amended, the Registrant hereby incorporates the contents of Registration Statements on Forms S-8, Commission File Nos. 33-88124 and 333-09623, which related to the Shuffle Master, Inc. 1993 Stock Option Plan, as amended (the "Plan"), as previously amended. This Registration Statement is filed to increase the number of options which may be granted and the number of shares which may be issued upon exercise of such options as a result of (i) a March 19, 1998 amendment to the Plan as adopted by the Shareholders of the Company and (ii) a March 17, 1999 amendment to the Plan as adopted by the Shareholders of the Company. The Registrant hereby expressly adopts all statements contained in the prior Registration Statements on Forms S-8, Registration Nos. 33-88124 and 333-09623, as its own Registration Statements for all purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant incorporates by reference into the Registration Statement the documents listed below: (a) The Registrant's latest annual report on Form 10-K, or, if the financial statements therein are more current, the Registrant's latest prospectus, other than the prospectus of which this document is a part, filed pursuant to Rule 424(b) of the Securities Exchange Commission under the Securities Act of 1933. (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above. (c) The description of the Registrant's Common Stock which is contained in a Registration Statement filed by the Registrant under the Exchange Act, including any amendment or report filed for the purpose of updating such description, and to the extent that such Registration Statement includes relevant information incorporated by reference, the Registrant's Registration Statement on Form S-18, Registration No. 33-53994C. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. The class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. II-1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 302A.521 of the Minnesota Business Corporation Act provides that unless prohibited or limited by a corporation's articles of incorporation or bylaws, the corporation must indemnify its current and former officers, directors, employees and agents against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement and which were incurred in connection with actions, suits, or proceedings in which such persons are parties by reason of the fact that they are or were an officer, director, employee or agent of the corporation, if they: (i) have not been indemnified by another organization; (ii) acted in good faith; (iii) received no improper personal benefit; (iv) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (v) reasonably believed that the conduct was in the best interests of the corporation. Section 302A.521 also permits a corporation to purchase and maintain insurance on behalf of its officers, directors, employees and agents against any liability which may be asserted against, or incurred by, such persons in their capacities as officers, directors, employees and agents any liability which may be asserted against, or incurred by, such persons in their capacities as officers, directors, employees or agents of the corporation, whether or not the corporation would have been required to indemnify the person against the liability under the provisions of such section. Article VI of the Bylaws of the Registrant provides that the Registrant shall exercise, as fully as may be permitted by law, its power of indemnification, and that the foregoing right of indemnification shall not be exclusive of other rights to which a person shall be entitled as a matter of law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. This Registration Statement relates to the issuance of shares upon the exercise of options by certain option holders. The grants of such options did not constitute "sales" under the Securities Act of 1933, as amended. ITEM 8. EXHIBITS. *3.1 Articles of Incorporation of Shuffle Master, Inc. as amended July 15, 1992 and June 23, 1995 **3.2 Bylaws of Shuffle Master, Inc. **4.1 Specimen Common Stock Certificate. ***4.2 Shareholder Rights Plan, dated June 26, 1998. 5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd., as to legality of the securities (included as page II-6). **** 10.1 The Shuffle Master, Inc. 1993 Stock Option Plan. 10.2 September 30, 1995 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan (filed herewith). 10.3 December 9, 1995 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan (filed herewith). II-2 10.4 March 29, 1996 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan (filed herewith). 10.5 March 19, 1998 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan (filed herewith). 10.6 October 26, 1998 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan (filed herewith). 10.7 March 17, 1999 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan (filed herewith). 23.1 Consent of Deloitte & Touche LLP (included as page II-15). 23.2 Consent of Counsel (included in Exhibit 5.1). 24.1 Power of Attorney (see signature page). - -------------------- * Incorporated by reference to the specified exhibit in the Registrant's Form 10-K for the year ended October 31, 1995. ** Incorporated by reference to the specified exhibit in the Registrant's Registration Statement on Form S-18, Registration No. 33-53994C. *** Incorporated by reference to the specified exhibit in the Registrant's Report on Form 8K dated June 26, 1998. **** Incorporated by reference to the specified exhibit in the Registrant's Registration Statement on Form SB-2, Registration No. 33-72224 ITEM 9. UNDERTAKINGS. 1. The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sells securities, a post-effective amendment to this Registration Statement: (i) to include any additional or changed material information on the plan of distribution. (b) For determining any liability under the Securities Act, treat each post-effective amendment as a new Registration Statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial BONA FIDE offering. (c) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. 2. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provision described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for II-3 indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota on May 31, 2000. SHUFFLE MASTER, INC. By /s/ Joseph J. Lahti -------------------------------- Joseph J. Lahti Its: Chief Executive Officer The officers and directors of Shuffle Master, Inc., whose signatures appear below, hereby constitute and appoint Joseph J. Lahti and Gary W. Griffin, and each of them (with full power to each of them to act alone) their true and lawful attorney-in-fact to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement of Shuffle Master, Inc., and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Joseph J. Lahti Chairman of the Board, President May 31, 2000 - -------------------------- Chief Executive Officer Joseph J. Lahti /s/ Gary W. Griffin Chief Financial Officer, Secretary May 25, 2000 - -------------------------- and Treasurer Gary W. Griffin /s/ Gerald W. Koslow Controller May 25, 2000 - -------------------------- Gerald W. Koslow /s/ Mark L. Yoseloff Executive Vice President and May 25, 2000 - -------------------------- Director Mark L. Yoseloff /s/ Thomas J. Sutton Director May 23, 2000 - -------------------------- Thomas J. Sutton /s/ Patrick R. Cruzen Director May 23, 2000 - -------------------------- Patrick R. Cruzen II-5 EX-5.1 2 0002.txt OPINION RE: LEGALITY Exhibit 5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd. June 12, 2000 Shuffle Master, Inc. 10901 Valley View Road Eden Prairie, Minnesota 55344 Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Shuffle Master, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the sale of up to 485,000 shares of the Company's Common Stock (the "Shares") upon exercise of stock options (collectively, the "Options") issued or issuable pursuant to the Shuffle Master, Inc. 1993 Stock Option Plan, as amended (the "Plan"). In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus, the Plan, as amended, the Company's Articles of Incorporation, as amended, the Company's Bylaws and such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that: The Shares of Common Stock of the Company to be issued upon the exercise of the Options are validly authorized and, assuming (a) the Shares of Common Stock issuable will be validly authorized on the dates of exercise, (b) the Plan, as amended, will have been duly executed, issued and delivered and will constitute the legal, valid and binding obligations of the Company, and will (subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditors' rights generally) be enforceable as to the Company in accordance with its terms, (c) no change occurs in the applicable law or the pertinent facts after the date of this letter, when (d) the pertinent provisions of applicable state and federal securities laws as may be applicable have been complied with, and (e) the Options are exercised in accordance with the terms of the Plan, the Shares of Common Stock issuable will be validly issued, fully paid and nonassessable. This opinion is intended solely for your benefit and is not to be made available to or be relied upon by any other person, firm or entity without our prior written consent. We consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Larkin, Hoffman, Daly & Lindgren, Ltd. LARKIN, HOFFMAN, DALY & LINDGREN, Ltd. II-6 EX-10.2 3 0003.txt SEPTEMBER 30, 1995 AMENDED 1993 STOCK OPTION PLAN Exhibit 10.2 SEPTEMBER 30, 1995 AMENDMENT TO SHUFFLE MASTER, INC. 1993 STOCK OPTION PLAN The Board of Directors (the "Board") of Shuffle Master, Inc. (the "Company"), pursuant to Section 18 of the 1993 Stock Option Plan (the "Plan"), hereby amends, effective as of the date hereto, Section 7.)(02) by adding the following language thereto: The vesting and time of exercise of each option is subject to the additional provision of Section 7.)(10) hereof. The Board, pursuant to Section 18, further amends the Plan by adding the following language as Section 7.)(10): (10) Acceleration of vesting and exercisability in the event of certain events. Any Option, whether granted prior to the date of the amendment to the Plan adding this Section, or after such date, shall be subject to the following additional provisions regarding vesting and exercisability unless, at the time of grant, this Section is specifically referred to and this Section is specifically stated to not be applicable to such grant. Notwithstanding any requirements for vesting and time of exercisability of any Option as set forth in the Option Agreement with each optionee or as otherwise determined by the Committee, any Option granted under this Plan, to the extent not already terminated, shall become vested and immediately exercisable if any of the following occur: (a) any person (other than the Company) shall make a tender offer to acquire such number of shares of the Company's common stock as shall constitute twenty percent (20%) or more of the Company's outstanding common stock; (b) the Company shall announce that it has entered into an agreement (including a nonbinding letter of intent or other similar informal arrangement) which agreement contemplates the issuance or transfer (or assignment of voting rights) related to shares of common stock (or other securities convertible into or exchangeable for common stock) representing at least twenty percent (20%) of the outstanding common stock of the Company (including a series of similar transactions effected within six (6) months which, in the aggregate, contemplate the issuance and/or transfer of at least twenty percent (20%) of the Company's outstanding common stock); (c) a proxy statement, whether issued by the Company or another shareholder, proposes a vote at a shareholder meeting related to any merger of the Company, any sale of substantially all of the Company's II-7 assets, or any reorganization of the Company involving a change in beneficial ownership of the Company; or (d) any other event which the Option Committee determines is of similar effect, such determination to be made by the Committee on an event-by-event basis. Nothing in this provision shall limit or shorten the period during which any such option is exercisable. If an option provides for exercisability during a limited period after a contingency is satisfied, and the initial exercisability of the option is accelerated by means of this provision, the expiration of such option shall be delayed until the contingency has been satisfied and the option shall, thereafter, remain exercisable for the balance of the period initially contemplated by the option grant. (For example, if an option is granted providing that it shall be exercisable for a period of ninety (90) days after a triggering event, and such option is subject to the provisions of this Section providing that it shall become immediately exercisable, it shall thereafter remain exercisable until such triggering event has occurred and ninety (90) days has passed.) Any acceleration or extension of exercisability pursuant to this Section shall not extend such exercisability beyond the expiration set forth in Section 7.)(02) nor beyond the maximum term set forth in Sections 7.)(03) and 7.)(04). If the acceleration of vesting and exercisability set forth in this Section 7.)(10) should cause any Options, previously designated as Incentive Stock Options pursuant to Section 5.) hereof, to cease to qualify as Incentive Stock Options because the aggregate Fair Market Value of the stock with respect to which any Incentive Stock Options are exercisable for the first time by any individual employee shall exceed $100,000 due to such acceleration of exercisability, the Option Committee may, but is not required to: (i) designate which Options then outstanding shall continue to be categorized as Incentive Stock Options and which shall be Nonqualified Options; (ii) delay acceleration of some or all Options to a later tax year so that the Options as to which acceleration of exercisability is delayed will continue to qualify as Incentive Stock Options (provided, however, that any such delay in acceleration shall not extend exercisability beyond the maximum term set forth in Section 7.)(02) nor beyond the expiration set forth in Sections 7.)(03) or 7.)(04)). If the Option Committee does not make either such designation, the earliest-granted (without regard to date of vesting) Options shall be deemed to continue as Incentive Stock Options until the dollar limitation set forth in Section 5.) has been met and all remaining Options shall be Nonqualified Options. II-8 EX-10.3 4 0004.txt DECEMBER 9, 1995 AMENDED 1993 STOCK OPTION PLAN Exhibit 10.3 DECEMBER 9, 1995 AMENDMENT TO SHUFFLE MASTER, INC. 1993 STOCK OPTION PLAN The Board of Directors ("Board") of Shuffle Master, Inc. (the "Company"), pursuant to Section 18 of the 1993 Stock Option Plan (the "Plan"), hereby amends, effective as of the date hereof, the Plan by adding the following language as Section 7.)(11): (11) Acceleration of vesting and exercisability in the event of a call of an option by the Company. Any Option, whether granted prior to the date of the amendment to the Plan adding this Section, or after such date, shall be subject to the following additional provisions regarding vesting and exercisability unless, at the time of the grant, this Section is specifically referred to and this Section is specifically stated to not be applicable to such grant. Notwithstanding any requirements for vesting and time of exercisability of any Option as set forth in the Option Agreement with each optionee or as otherwise determined by the Committee, any Option granted under this Plan, to the extent not already terminated, shall become vested and immediately exercisable if the Company gives notice of its intention to exercise its right to call such Option. Nothing in this provision shall limit or shorten the period during which any such Option is exercisable. If an Option provides for exercisability during a limited period after a contingency is satisfied, and the initial exercisability of the Option is accelerated by means of this provision, the expiration of such Option shall, thereafter, remain exercisable for the balance of the period initially contemplated by the Option grant. (For example, if an Option is granted providing that it shall be exercisable for a period of ninety (90) days after a triggering event, and such Option is subject to the provisions of this Section providing that is shall become immediately exercisable, it shall thereafter remain exercisable until such triggering event has occurred and ninety (90) days has passed.) Any acceleration or extension of exercisability pursuant to this Section shall not extend such exercisability beyond the expiration set forth in Section 7.)(02) nor beyond the maximum term set forth in Sections 7.)(03) and 7.)(04). If the acceleration of vesting and exercisability set forth in this Section 7.)(10) should cause any Options, previously designated as Incentive Stock Options pursuant to Section 5.) hereof, to cease to qualify as Incentive Stock Options because the aggregate Fair Market Value of the stock with respect to which any Incentive Stock Options are exercisable for the first time by any individual employee shall exceed $100,000 due to such acceleration of exercisability, the Option Committee may, but is not required to: II-9 (i) designate which Options then outstanding shall continue to be categorized as Incentive Stock Options and which shall be Nonqualified Options; (ii) delay acceleration of some or all Options to a later tax year so that the Options as to which acceleration of exercisability is delayed will continue to qualify as Incentive Stock Options (provided, however, that any such delay in acceleration shall not extend exercisability beyond the maximum term set forth in Section 7.)(02), nor beyond the expiration set forth in Sections 7.)(03) or 7.)(04)). If the Option Committee does not make either such designation, the earliest-granted (without regard to date of vesting) Options shall be deemed to continue as Incentive Stock Options until the dollar limitation set forth in Section 5.) has been met and all remaining Options shall be Nonqualified Options. II-10 EX-10.4 5 0005.txt MARCH 29, 1996 AMENDED 1993 STOCK OPTION PLAN Exhibit 10.4 MARCH 29, 1996 AMENDMENT TO SHUFFLE MASTER, INC. 1993 STOCK OPTION PLAN The first sentence of Section 3.) is hereby amended to read as follows: 3.) Options Available Under Plan. The Corporation's authorized Capital Stock in an amount equal to 725,000 shares is hereby made available, and shall be reserved for issuance under this Plan. The remaining language of Section 3.) is unchanged. II-11 EX-10.5 6 0006.txt MARCH 19, 1998 AMENDED 1993 STOCK OPTION PLAN Exhibit 10.5 MARCH 19, 1998 AMENDMENT TO SHUFFLE MASTER, INC. 1993 STOCK OPTION PLAN The first sentence of Section 3.) is hereby amended to read as follows: 3.) Options Available Under Plan. The Corporation's authorized Capital Stock in an amount equal to 960,000 shares is hereby made available, and shall be reserved for issuance under this Plan. The remaining language of Section 3.) is unchanged. II-12 EX-10.6 7 0007.txt OCTOBER 26, 1998 AMENDED 1993 STOCK OPTION PLAN Exhibit 10.6 OCTOBER 26, 1998 AMENDMENT TO SHUFFLE MASTER, INC. 1993 STOCK OPTION PLAN The first two sentences of Section 7.)(03) are hereby amended to read as follows: (03) Termination of Employment, Except Death or Disability. In the event that an Optionee shall cease to be employed by the Corporation for any reason other than his or her death, disability or "for cause," such Optionee shall have the right to exercise any vested outstanding Options which were exercisable at the time of termination of employment at any time within three (3) months after the termination of employee (or such longer period as may be determined by the Committee) or until the earlier date of termination thereof under this Plan or the Option Agreement. Any vested Options not exercised within the three (3) month period (or longer period as determined by the Committee) shall terminate at the expiration of such period. The remaining language of Section 7.)(03) is unchanged. The first sentence of Section 7.)(04) is hereby amended to read as follows: (04) Death or Disability of Optionee. Unless otherwise determined by the Committee, if the Optionee shall die or become disabled within the definition of Section 105(d)(4) of the Code: (i) while in the employ of the Corporation or any Subsidiary or (ii) within a period of three (3) months after the termination of his or her employment with the Corporation or any Subsidiary as provided in paragraph (03) of this section (or such longer period as may be determined by the Committee, under paragraph (03) of this section), and in either case shall not have fully exercised his or her vested Options, any vested Options granted pursuant to the Plan which were exercisable at the date of termination of employment shall be exercisable only within six (6) months following his or her death or date of disability or until the earlier originally scheduled stated expiration thereof. The remaining language of Section 7.)(04) is unchanged. II-13 EX-10.7 8 0008.txt MARCH 17, 1999 AMENDED 1993 STOCK OPTION PLAN Exhibit 10.7 MARCH 17, 1999 AMENDMENT TO SHUFFLE MASTER, INC. 1993 STOCK OPTION PLAN The first sentence of Section 3.) is hereby amended to read as follows: 3.) Options Available Under Plan. The Corporation's authorized Capital Stock in an amount equal to 1,210,000 shares is hereby made available, and shall be reserved for issuance under this Plan. The remaining language of Section 3.) is unchanged. II-14 EX-23.1 9 0009.txt INDEPENDENT AUDITORS' CONSENT Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Shuffle Master, Inc. on Form S-8 of our report dated December 29, 1999, incorporated by reference in the Annual Report on Form 10-K and 10-K/A1 of Shuffle Master, Inc. for the year ended October 31, 1999. Minneapolis, Minnesota June 7, 2000 DELOITTE & TOUCHE LLP 0404505.05 II-15 -----END PRIVACY-ENHANCED MESSAGE-----