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): February 7, 2005

SHUFFLE MASTER, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-20820	41-1448495
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

1106 Palms Airport Drive Las Vegas, Nevada	89119-3720
(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 (see General Instruction A.2. below):

¨ 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 1.01 Entry into a Material Definitive Agreement

On February 7, 2005, Shuffle Master, Inc. (the “Company”) amended its Shareholder Rights Agreement, dated June 26, 1998 (the “Rights Agreement”), between the Company and Wells Fargo Bank, N.A., formerly Norwest Bank Minnesota, N.A., as Rights Agent. As more fully described therein, and subject to the terms thereof, the Rights Agreement, as amended, generally gives holders of the Company’s Common Stock rights to acquire shares of the Company’s Preferred Stock upon the occurrence of specified events.

The amendment (a) eliminates all requirements in the Rights Agreement that actions, approvals and determinations be taken or made by the Company’s Board of Directors to be taken or made by a majority of the “Continuing Directors,” and (b) reflects the change of the name of the Company’s stock transfer agent to Wells Fargo Bank, N. A.. The amendment eliminates from the Rights Agreement, those provisions commonly referred to as “dead hand” provisions.

The original Rights Agreement was filed as Exhibit 4.1 to the Registration Statement on Form 8-A with the Securities and Exchange Commission on July 10, 1998, and included as Exhibit A the Form of Certificate of Designation, Preferences and Rights, as Exhibit B the Form of Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Stock. The original Rights Agreement and the exhibits attached thereto are incorporated here by reference.

Item 3.03. Material Modifications to Rights of Security Holders

Item 1.01 is incorporated here by reference.

Item 9.01. Financial Statements and Exhibits

4.2 (a) Amendment No. 1 to the Rights Agreement dated as of January 25, 2005 between Shuffle Master, Inc. and Wells Fargo Bank, N.A., and executed on and effective February 7, 2005.

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: February 10, 2005

/s/ Mark L. Yoseloff

Mark L. Yoseloff

Chairman of the Board and Chief Executive Officer

EX-4.2(A)

EXHIBIT 4.2(a)

Shuffle Master, Inc.

and

Wells Fargo Bank, N.A.

(fka Norwest Bank Minnesota, N.A.)

Rights Agent

Rights Agreement

Dated as of June 26, 1998

Amendment No. 1 dated January 25, 2005

(i)

AMENDMENT No. 1 TO RIGHTS AGREEMENT

The Agreement, dated as of June 26, 1998, between Shuffle Master, Inc., a Minnesota corporation (the “Company”), and Norwest Bank Minnesota, N.A., now known as Wells Fargo Bank, N.A. (the “Rights Agent”) is hereby amended as follows:

Section 1 “Certain Definitions” is amended so that paragraph (g) of Section 1, in its entirety, now reads as follows:

(g) (not used)

Section 23 “Redemption” is amended by deleting language so that paragraph b of Section 23, in its entirety, now reads as follows:

(b) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all, but not less than all, of the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”);

The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. If redemption of the Rights is to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 11(a)(ii) hereof, until the effective date of the redemption, provided that nothing contained herein shall preclude the Board of Directors from subsequently causing the Rights to be redeemed at a date earlier than the previously scheduled effective date of the redemption. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Section 26 “Notices” amended by changing names and addresses so that Section 26 now reads, in its entirety, as follows:

Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

Shuffle Master, Inc.

1106 Palms Airport Drive

Las Vegas, Nevada 89119

Attention: General Counsel

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With a copy to:

Larkin Hoffman Daly & Lindgren, Ltd.

1500 Wells Fargo Plaza

7900 Xerxes Avenue South

Bloomington, Minnesota 55431

Attention: Michael Schley

Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be deemed given or made upon receipt and shall be addressed (until another address is filed in writing with the Company) as follows:

Wells Fargo Bank, N.A.

161 North Concord Exchange

South Saint Paul, Minnesota 55075

Attention: Shareholder Relations

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Section 27, “Supplements and Amendments” is amended by deleting language so that Section 27, in its entirety, now reads as follows:

The Company may from time to time supplement or amend this Agreement without the approval of any holders of Rights Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any other provisions with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED, HOWEVER, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights (except the interests of any Acquiring Person and its Affiliates and Associates).

Counterparts.

This Amendment No. 1 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.1 to be duly executed and attested, effective as of February 7, 2005, the date of execution hereof.

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ATTEST:	SHUFFLE MASTER, INC.
	By:
Secretary	Its:	Chief Executive Officer
ATTEST:	WELLS FARGO BANK, N.A.
	By:
	Its:

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