-----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, JTxx+67/CILr19JLfmtH6qJA++6L60h1+bFpU1yZvUdH5NP5yPnXZKqcsh3ZUC2C PyOBF/XPL5+DBl9SBYzqOA== 0000897101-01-500340.txt : 20010627 0000897101-01-500340.hdr.sgml : 20010627 ACCESSION NUMBER: 0000897101-01-500340 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010524 EFFECTIVENESS DATE: 20010524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHUFFLE MASTER INC CENTRAL INDEX KEY: 0000718789 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 411448495 STATE OF INCORPORATION: MN FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-61588 FILM NUMBER: 1647541 BUSINESS ADDRESS: STREET 1: 10921 VALLEY VIEW RD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6129431951 S-8 1 shuffle011646_s8.txt SHUFFLE MASTER, INC. FORM S-8 As filed with the Securities and Exchange Commission on May 24, 2001 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 (IRS Employer Incorporation or Organization) Industrial Classification Identification No.) Code Number) -------------------------------------- 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, as Amended (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 Wells Fargo Plaza 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)(2) Price Per Share (3) Price Registration Fee - -------------------------- ------------------ --------------------------- ----------------------- -------------------- Common stock ($.01 par value) 450,000(4) $32.45 $14,602,500 $3,650.63 - -------------------------- ------------------ --------------------------- ----------------------- --------------------
(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 Company has previously filed three Form S-8 Registration Statements registering an aggregate of 1,815,000 shares for issuance 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, as follows: a. On December 30, 1994, the Company filed an initial Form S-8 Registration Statement (Commission File No. 33-88124) registering 350,000 shares plus "additional shares that may become issuable . . . pursuant to the antidilution provisions of the [Plan]." As a result of such antidilution provisions, such Registration Statement also registers the following: i. 175,000 shares which became issuable as a result of the Company's 3-for-2 stock split effective July 10, 1995; and ii. 262,500 shares which became issuable as a result of the Company's 3-for-2 stock split effective November 30, 2000. b. On August 6, 1996, the Company filed a second Form S-8 Registration Statement (Commission File No. 333-09623) registering 200,000 additional shares added to the Plan by an amendment to the Plan approved by the Company's shareholders on March 29, 1996 plus "additional shares that may become issuable . . . pursuant to the antidilution provisions of the [Plan]." As a result of such antidilution provisions, such second Registration Statement also registers the following: i. 100,000 shares which became issuable as a result of the Company's 3-for-2 stock split effective November 30, 2000. c. On June 12, 2000, the Company filed a third Form S-8 Registration Statement (Commission File No. 333-39060) registering i. 235,000 additional shares added to the Plan by an amendment to the Plan approved by the Company's shareholders on March 19, 1998; ii. 250,000 additional shares added to the Plan by an amendment to the Plan approved by the Company's shareholders on March 17, 1999; and iii. "additional shares that may become issuable . . . pursuant to the antidilution provisions of the [Plan]." As a result of such antidilution provisions, such third Registration Statement also registers 242,500 shares which became issuable as a result of the Company's 3-for-2 stock split effective November 30, 2000. (3) 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 May 18, 2001. (4) This fourth Registration Statement relates to 450,000 additional shares added to the Plan by an amendment approved by the Company's shareholders on March 22, 2001 (the "Additional Shares"). Such Additional Shares may become issuable pursuant to options granted or to be granted pursuant to the Plan. Such 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, 333-09623 and 333-39060, 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 a March 22, 2001, 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, 333-09623 and 333-39060, 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. ***** 10.3 December 9, 1995 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan. ***** 10.4 March 29, 1996 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan. II-2 ***** 10.5 March 19, 1998 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan. ***** 10.6 October 26, 1998 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan. ***** 10.7 March 17, 1999 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan. 10.8 March 22, 2001 Amendment to the Shuffle Master, Inc. 1993 Stock Option Plan (filed herewith). 23.1 Consent of Deloitte & Touche LLP (included as page II-8). 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 ***** Incorporate by reference to the specified exhibit in the Registrant's Registration Statement on Form S-8, Registration No. 33-39060 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 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 II-3 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 21, 2001. 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 21, 2001 - --------------------------- Chief Executive Officer Joseph J. Lahti /s/ Mark L. Yoseloff President and Director May 21, 2001 - --------------------------- Mark L. Yoseloff /s/ Gary W. Griffin Chief Financial Officer, Secretary May 21, 2001 - --------------------------- and Treasurer Gary W. Griffin /s/ Gerald W. Koslow Controller May 21, 2001 - --------------------------- Gerald W. Koslow /s/ Thomas J. Sutton Director May 21, 2001 - --------------------------- Thomas J. Sutton /s/ Patrick R. Cruzen Director May 21, 2001 - --------------------------- Patrick R. Cruzen /s/ Howard P. Liszt Director May 18, 2001 - --------------------------- Howard P. Liszt /s/ Ken Robson Director May 21, 2001 - --------------------------- Ken Robson II-5 EX-5 2 shuffle011646_ex5-1.txt EXHIBIT 5.1 OPINION RE: LEGALITY Exhibit 5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd. May 23, 2001 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 450,000 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. EX-10 3 shuffle011646_ex10-8.txt EXHIBIT 10.8 AMENDMENT TO 1993 STOCK OPTION PLAN Exhibit 10.8 MARCH 22, 2001 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 2,265,000 shares is hereby made available, and shall be reserved for issuance under this Plan. The remaining language of Section 3.) is unchanged. EX-23 4 shuffle011646_ex23-1.txt EXHIBIT 23.1 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 15, 2000, incorporated by reference in the Annual Report on Form 10-K405 of Shuffle Master, Inc. for the year ended October 31, 2000. /s/ Deloitte & Touche LLP DELOITTTE & TOUCHE Minneapolis, Minnesota May 24, 2001 -----END PRIVACY-ENHANCED MESSAGE-----