-----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, GE/4Jgl47K5SbxS3sk7P1X/Y3XJHoSQJp9pwMrtW3PaqTv52SChDImXBwIHaK8Uy DmrVPbkMQP6fD5V21YDe4Q== 0000897101-98-000702.txt : 19980714 0000897101-98-000702.hdr.sgml : 19980714 ACCESSION NUMBER: 0000897101-98-000702 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980626 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980710 SROS: NASD 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: 8-K SEC ACT: SEC FILE NUMBER: 000-20820 FILM NUMBER: 98663805 BUSINESS ADDRESS: STREET 1: 10921 VALLEY VIEW RD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6129431951 8-K 1 --------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) JUNE 26, 1998 ----------------------------------------------------------- SHUFFLE MASTER, INC. (Exact Name of Registrant as specified in its Charter) MINNESOTA 41-1448495 (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) ----------------------------------------------------------- 10901 Valley View Road Eden Prairie, Minnesota 55344 (Address of Principal Executive Offices) 0-20820 (Commission File Number) Registrant's Telephone Number, including area code: (612) 943-1951 Total number of sequentially numbered pages in this filing, including exhibits thereto: 7 The Exhibit Index is located on page II-1. ----------------------------------------------------------- Thomas G. Barry, Jr. 10901 Valley View Road Eden Prairie, Minnesota 55344 (Name and Address 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 (612) 835-3800 ----------------------------------------------------------- ---------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On June 26, 1998, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On June 29, 1998, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Exhibit - ----------- ------- 99.1 Press Release of the Company dated June 26, 1998. 99.2 Press Release of the Company dated June 29, 1998. 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. SHUFFLE MASTER, INC. (Registrant) Date: July 6, 1998. By: /s/ Joseph J. Lahti ------------------------ Joseph J. Lahti Its: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Exhibit 99.1 Press Release of the Company dated June 26, 1998. 99.2 Press Release of the Company dated June 29, 1998. EX-99.1 2 PRESS RELEASE DTD JUNE 26, 1998 EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE FOR INFORMATION CONTACT: JOSEPH J. LAHTI, PRESIDENT AND CEO BILL BARTKOWSKI GARY W. GRIFFIN, CFO INVESTOR RELATIONS ADVISOR PH: 612.943.1951 PH: 888.642.1955 (TOLL FREE) OR 612.344.1012 FAX: 612.943.2090 FAX: 612.344.1001 - -------------------------------------------------------------------------------- SHUFFLE MASTER TO RELOCATE MINNEAPOLIS OPERATIONS TO LAS VEGAS Successful Shuffler Test Accelerates Facilities Consolidation and Inventory ---------------------------------------------------------------------------- Write Off, Company Expects $2.65 Million Charge in Third Quarter, With ---------------------------------------------------------------------- Expense Savings In Excess of $1.0 Million Annually -------------------------------------------------- BOARD ALSO APPROVES RIGHTS PLAN AND AUTHORIZES MANAGEMENT TO BUY BACK UP TO 10% OF OUTSTANDING SHARES MINNEAPOLIS . . . Friday, June 26, 1998 . . . Shuffle Master, Inc. (NASDAQ National Market: SHFL) announced today that its board of directors has approved a plan whereby the Company will consolidate its Minneapolis operations with those of its Las Vegas office. The consolidation will be done in phases, with shuffler production and certain administrative functions being transferred within the next three months. Company officials stated that the timing of the consolidation is being driven by the successful test of its next generation single deck shuffler, the ACE(TM). With an accelerated timetable for ACE production, and with a new continuous shuffler well into the development pipeline, the Company has concluded that it now has a window of time to move its assembly and other operations with the least disruption to production capability. The plan of consolidation will involve the Company recording a charge of approximately $2.65 million in its third quarter ending July 31, 1998, with additional relocation expenses of approximately $300,000 expected to be incurred in the fourth quarter. Of the third quarter charges, an estimated $1.4 million is related to severance costs, expenses and write-offs associated with the Minneapolis facility and operations; $950,000 is related to a write-off of inventory of the Company's current BG-3 single deck shuffler, which will be replaced by the ACE; and $300,000 is for other asset charge-offs. The plan of consolidation is expected to result in expense savings of $1.0 million in fiscal year 1999, increasing to $1.2 million in fiscal year 2000. Joseph J. Lahti, Chairman and Chief Executive Officer of the Company, stated, "The consolidation of our operations has been under consideration for some time. The success of the ACE(TM) test has put the marketing of this exciting new product on the fast track, and it has required us to carefully consider when and where we will set up manufacturing. Now is clearly the right time to consolidate our manufacturing and other departments in a single facility, and we have the necessary space for expansion in Las Vegas." Lahti continued, "In addition, acceleration of the ACE introduction changes the need for inventory of our BG-3 single deck shufflers. While we will continue to receive lease income from BG-3's, the need to place additional BG-3 units is expected to decrease significantly. Consequently, we are recognizing the decreased value of the BG-3 inventory in concert with finalizing our ACE production plans." Along with approving the plan of consolidation, the board also approved a shareholder rights plan and increased management's authorization to repurchase the Company's stock. The total authorization permits a repurchase of up to 10 percent of the Company's outstanding shares, or approximately 1 million shares. The rights plan will provide for shareholders of record as of July 10, 1998, to receive stock purchase rights that become exercisable if certain changes in the company's stock ownership occur. Further details of the rights plan will be provided in a separate release. Lahti remarked, "We have stated on numerous occasions that it is our opinion that consolidation is likely to occur on the supplier side of the gaming industry. We have pursued and continue to pursue strategic alliances and acquisitions as these opportunities unfold. However, with our stock at what we believe to be undervalued levels, we run the risk of being acquired before we realize the benefit of our internal and external growth plans. The stock buy back and shareholder rights plans should provide the means for our shareholders to receive fair value in either scenario." Shuffle Master, Inc. is a Minneapolis-based company specializing in providing innovative products and services to the casino industry. # # # THIS RELEASE CONTAINS FORWARD LOOKING STATEMENTS THAT REFLECT RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTATIONS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTATIONS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: CHANGES IN THE LEVEL OF ACCEPTANCE OF THE COMPANY'S EXISTING PRODUCTS; COMPETITIVE ADVANCES; ACCELERATION AND/OR DECELERATION OF VARIOUS PRODUCT DEVELOPMENT AND ROLL OUT SCHEDULES; CONSUMER AND INDUSTRY ACCEPTANCE OF THE COMPANY'S PRODUCTS IN NEW JURISDICTIONS AND NEW PRODUCTS AS INTRODUCED; HIGHER THAN EXPECTED PRODUCT DEVELOPMENT AND/OR ROLL OUT COSTS; CURRENT AND/OR UNANTICIPATED FUTURE LITIGATION; GENERAL ECONOMIC CONDITIONS; REGULATORY AND JURISDICTIONAL ISSUES INVOLVING SHUFFLE MASTER SPECIFICALLY, AND FOR THE GAMING INDUSTRY IN GENERAL; THE RELATIVE FINANCIAL HEALTH OF THE GAMING INDUSTRY BOTH NATIONALLY AND INTERNATIONALLY; AND THE RISKS AND FACTORS DESCRIBED FROM TIME TO TIME IN THE COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. EX-99.2 3 PRESS RELEASE DTD JUNE 29, 1998 EXHIBIT 99.2 NEWS RELEASE FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT: JOSEPH J. LAHTI, PRESIDENT AND CEO BILL BARTKOWSKI GARY W. GRIFFIN, CFO INVESTOR RELATIONS ADVISOR PH: 612.943.1951 PH: 888.642.1955 (TOLL FREE) OR 612.344.1012 FAX: 612.943.2090 FAX: 612.344.1001 SHUFFLE MASTER, INC. ADOPTS SHAREHOLDER RIGHTS PLAN --------------------------------------------------- MINNEAPOLIS . . . Monday, June 29, 1998 . . . Shuffle Master, Inc. (NASDAQ National Market: SHFL) announced that its Board of Directors has adopted a Shareholder Rights Plan under which preferred stock purchase rights will be distributed on July 10, 1998, at the rate of one Right for each outstanding share of the Company's common stock, to shareholders of record on that date. The plan is designed to deal with the serious problem of unilateral actions by hostile acquirers which take advantage of temporary weakness in an issuer's stock. These actions are calculated to deprive an issuer's Board and its shareholders of their ability to realize the long-term value of an issuer's significant strategic investments. The Shuffle Master shareholder rights plan is intended to increase the likelihood that the Company's shareholders will realize the long-term value of their investment. Joseph J. Lahti, Chairman and CEO of Shuffle Master stated, "While the mechanics of the plan are cumbersome, the underlying equation is simple. If any person or group acquires 20% or more of Shuffle Master's common stock, all shareholders on that date, other than the shareholder(s) with the 20% or greater position, will have the right to purchase additional shares at a 50% discount to the then-current market value. The number of shares that can be purchased will be based on a formula that divides $18 by the then-current market value discounted by 50%." The Plan specifies that each Right will entitle holders of Shuffle Master common stock to buy one-hundredth of a share of a new series of preferred stock at a price of $18, subject to adjustment. The Rights will generally become exercisable after a person or group acquires beneficial ownership of 20% or more of the Company's common stock or announces a tender offer upon consummation of which such person or group would own 20% or more of the Company's common stock. If any person or group becomes the owner of 20% or more of the Company's common stock, then, in lieu of the right to purchase preferred stock, each Right will thereafter entitle its holder (other than an acquiring person or member of an acquiring group) to purchase shares of the Company's common stock in an amount equal to the exercise price ($18) of one one-hundredth share of the preferred stock divided by 50% of the then-current market price of one share of common stock. In addition, if the Company is acquired in a merger or other business combination transaction, or sells 20% or more of its assets or earnings power then, in lieu of the right to purchase preferred stock, each Right will thereafter generally entitle its holder to purchase common shares of the acquiring company using the same formula as for the Company's common stock. The Rights will expire in ten years unless earlier redeemed or terminated. At the option of the Board of Directors, the Company generally may amend the Rights or redeem the Rights at $0.01 per Right at any time prior to the time a person or group has acquired 20% of the Company's common stock. The Board adopted the new Plan to protect against future abusive takeover tactics such as partial tender offers and selective open market purchases. The Plan is intended to assure that shareholders receive fair and equitable treatment in the event of unsolicited attempts to acquire the Company. The Plan is not intended to prevent an acquisition of the Company on terms that are favorable and fair to all shareholders, and will not do so. Additional detail regarding the Rights Plan will be outlined in a summary to be mailed to all shareholders following the record date. The Board is considering and may adopt additional measures to protect against abusive takeover tactics. Shuffle Master, Inc. is a Minneapolis-based company specializing in providing innovative products and services to the casino industry. # # # THIS RELEASE CONTAINS FORWARD LOOKING STATEMENTS THAT REFLECT RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTATIONS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTATIONS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: CHANGES IN THE LEVEL OF ACCEPTANCE OF THE COMPANY'S EXISTING PRODUCTS; COMPETITIVE ADVANCES; ACCELERATION AND/OR DECELERATION OF VARIOUS PRODUCT DEVELOPMENT AND ROLL OUT SCHEDULES; CONSUMER AND INDUSTRY ACCEPTANCE OF THE COMPANY'S PRODUCTS IN NEW JURISDICTIONS AND NEW PRODUCTS AS INTRODUCED; HIGHER THAN EXPECTED PRODUCT DEVELOPMENT AND/OR ROLL OUT COSTS; CURRENT AND/OR UNANTICIPATED FUTURE LITIGATION; GENERAL ECONOMIC CONDITIONS; REGULATORY AND JURISDICTIONAL ISSUES INVOLVING SHUFFLE MASTER SPECIFICALLY, AND FOR THE GAMING INDUSTRY IN GENERAL; THE RELATIVE FINANCIAL HEALTH OF THE GAMING INDUSTRY BOTH NATIONALLY AND INTERNATIONALLY; AND THE RISKS AND FACTORS DESCRIBED FROM TIME TO TIME IN THE COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. -----END PRIVACY-ENHANCED MESSAGE-----