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 27, 2013

SHFL entertainment, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	0-20820	41-1448495
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
6650 E1 Camino Road, Las Vegas, Nevada		89118
(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x 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 8.01. Other Events.

On August 27, 2013, SHFL entertainment, Inc. (the “Company”) and Bally Technologies, Inc. (“Bally”) announced the expiration of the waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976, as amended, in connection with the previously announced the agreement and plan of merger by and among the Company, Bally and Manhattan Merger Corp. A copy of the joint press release announcing the expiration of the waiting period is attached as Exhibit 99.1 to this Current Report on Form 8–K and incorporated herein by reference.

Additionally, on August 27, 2013, the Company distributed a letter to its employees, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release of SHFL entertainment, Inc., dated August 27, 2013
99.2	Letter to Employees distributed on August 27, 2013 by SHFL entertainment, Inc.

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, any or all of our forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, SHFL entertainment, Inc. (the “Company”) or its business or operations. Factors which could cause our actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the shareholders of the Company to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of the Company and Bally Technologies, Inc. (“Bally”) to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of the Company; (5) the ability of the Company to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by Bally to obtain the necessary debt financing arrangements set forth in the commitment letter

received in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K for the year ended October 31, 2012, and our more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company can give no assurance that the conditions to the merger will be satisfied. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

SHFL has filed with the SEC on August 23, 2013 a preliminary proxy statement in connection with the proposed transaction with Bally. SHFL intends to file with the SEC a definitive proxy statement, which will be sent or given to the shareholders of SHFL and will contain important information about the proposed transaction and related matters. SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they become available), and any other documents filed by SHFL with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to the Company’s Investor Relations website page at http://ir.shfl.com or by contacting Investor Relations by mail to SHFL entertainment, Inc., Attn: Investor Relations, 6650 E1 Camino Road, Las Vegas, NV 89118, or by phone at (702) 897-7150.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the meeting of shareholders that will be held to consider the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on February 1, 2013. Additional information regarding these persons and their interests in the merger is included in the preliminary proxy statement filed with the SEC on August 23, 2013. You may obtain free copies of this document as described in the preceding paragraph.

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.

	SHFL entertainment, Inc.
Date: August 27, 2013	By:	/S/ KATHRYN S. LEVER
		Kathryn S. Lever Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release of SHFL entertainment, Inc., dated August 27, 2013
99.2	Letter to Employees distributed on August 27, 2013 by SHFL entertainment, Inc.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Bally Technologies, Inc.	SHFL entertainment, Inc.
Media Contact:	Media and Investor Contact:
Laura Olson-Reyes, (702) 584-7742	Julia Boguslawski, (702) 897-7150
Lolson-reyes@ballytech.com	jboguslawski@shfl.com
Investor Contact:
Michael Carlotti, (702) 584-7995 mcarlotti@ballytech.com

HART-SCOTT-RODINO WAITING PERIOD EXPIRES FOR BALLY TECHNOLOGIES’ ACQUISITION OF SHFL ENTERTAINMENT

LAS VEGAS, August 27, 2013 — Bally Technologies, Inc. (NYSE: BYI) (“Bally”) and SHFL entertainment, Inc. (NASDAQ Global Select Market: SHFL) (“SHFL”) announced today that the applicable waiting period under the Hart-Scott-Rodino Antitrust Act of 1976 (“HSR Act”) in relation to Bally’s previously announced proposed acquisition of SHFL expired as of 11:59 p.m. EDT on August 26, 2013, with no action by the Federal Trade Commission or the Department of Justice.

On July 16, 2013, Bally and SHFL announced that they had entered into a definitive agreement and plan of merger pursuant to which Bally has agreed to acquire SHFL at a price per share of $23.25 in cash for total consideration of approximately $1.3 billion, subject to the satisfaction of certain pre-closing conditions.

Completion of the HSR Act waiting period satisfies one of the conditions required to finalize the acquisition. The transaction is still subject to approval by SHFL’s shareholders, required regulatory approvals, and certain other customary closing conditions. The transaction is not subject to a financing contingency and Bally has obtained commitments for a new $1.1 billion term loan facility to finance the acquisition of SHFL. The transaction is expected to close following the satisfactory completion of all required closing conditions.

About Bally Technologies, Inc.

Founded in 1932, Bally Technologies (NYSE: BYI) provides the global gaming industry with innovative games, systems, mobile, and iGaming solutions that drive revenue and provide operating efficiencies for gaming operators. For more information, please contact Laura Olson-Reyes, Senior Director, Marketing & Corporate Communications, at 702-584-7742, or visit http://www.ballytech.com. Connect with Bally on Facebook, Twitter, YouTube, LinkedIn, and Pinterest.

About SHFL entertainment, Inc.

SHFL entertainment, Inc. is a leading global gaming supplier committed to making gaming more fun for players and more profitable for operators through product innovation, and superior quality and service. SHFL operates in legalized gaming markets across the globe and provides state-of-the-art, value-add products in five distinct categories: Utility products, which include automatic card shufflers and roulette chip sorters; Proprietary Table Games, which includes live games, side bets and progressives; Electronic Table Systems, which include various e-Table game configurations; Electronic Gaming Machines, which include video slot machines; and newly introduced iGaming, which features online versions of SHFL entertainment’s table games, social gaming, and mobile applications. SHFL is included in the S&P SmallCap 600 Index. Information about SHFL and its products can be found on the Internet at www.shfl.com, or on Facebook and Twitter.

This news release may contain “forward-looking” statements within the meaning of the Securities Act of 1933, as amended, and is subject to the safe harbor created thereby. Such information involves important risks and uncertainties that could significantly affect the results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements. Future operating results may be adversely affected as a result of a number of risks that are detailed from time to time in SHFL’s filings with the Securities and Exchange Commission. SHFL undertakes no obligation to update the information in this press release and represents that the information is only valid as of today’s date.

Forward-Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although SHFL entertainment, Inc. (“SHFL”) believes that the expectations reflected in its forward-looking statements are reasonable, any or all of its forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, tSHFL or its business or operations. Factors which could cause SHFL’s actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the shareholders of SHFL to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of SHFL and Bally Technologies, Inc. (“Bally”) to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of SHFL; (5) the ability of SHFL to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by Bally to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in SHFL’s most recent Annual Report on Form 10-K for the year ended October 31, 2012, and its more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”). SHFL can give no assurance that the conditions to the merger will be satisfied. Except as required by applicable law, SHFL undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

SHFL has filed with the SEC on August 23, 2013 a preliminary proxy statement in connection with the proposed transaction with Bally. SHFL intends to file with the SEC a definitive proxy statement, which will be sent or given to the shareholders of SHFL and will contain important information about the proposed transaction and related matters. SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they become available), and any other documents filed by SHFL with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. SHFL’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to SHFL’s Investor Relations website page at http://ir.shfl.com or by contacting SHFL’s Corporate Secretary by mail to SHFL entertainment, Inc., Attn: Corporate Secretary, 6650 El Camino Road, Las Vegas, NV 89118, or by phone at (702) 897-7150.

Participants in Solicitation

SHFL and its directors and executive officers may be deemed to be participants in the solicitation of proxies from SHFL’s shareholders with respect to the meeting of shareholders that will be held to consider the proposed merger. Information about SHFL’s directors and executive officers and their ownership of SHFL’s common stock is set forth in the proxy statement for SHFL’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on February 1, 2013. Additional information regarding these persons and their interests in the merger is included in the preliminary proxy statement filed with the SEC on August 23, 2013. You may obtain free copies of this document as described in the preceding paragraph.

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EX-99.2

Exhibit 99.2

Dear Team,

I wanted to take this opportunity to update you on our pending transaction with Bally. Earlier this morning we announced that the Hart-Scott-Rodino (“HSR”) waiting period expired for Bally’s proposed acquisition of SHFL. This is an important milestone in our efforts to complete the transaction. Over the coming months, we will be working closely with Bally to complete the other requirements to finalize the acquisition, including receiving approval from our shareholders and required regulatory approvals.

With the HSR waiting period behind us, we can accelerate our efforts to plan the integration of our two companies. To ensure that we do this in the smoothest and most efficient manner, Kevin Verner, Bally’s Lead Independent Director, has been asked to head the Integration Management Office. Kevin, who has deep gaming technology experience from his tenure at WMS and Bally, will be responsible for ensuring the integration teams leverage the strengths and talents from both organizations as we build our enhanced enterprise. Multiple cross-functional integration teams, which will comprise employees from both Bally and SHFL, will work together to plan the combination of all aspects of our respective businesses. We will be announcing more information about the integration teams shortly.

As we go through planning the integration process, Ramesh Srinivasan and I are committed to keeping you informed as much as possible. To that end, Ramesh and I will be holding town hall meetings for SHFL employees over the next several months. We will be providing more details on these meetings in the coming weeks.

While the future is exciting, I recognize that periods of change in an organization can result in increased levels of uncertainty. As the integration teams begin their work, the best thing we can do is to remain focused on our day-to-day responsibilities. We cannot take our eye off the ball. The key to our success has been – and will always continue to be – you, and it is more crucial now than ever to remain focused on continuing to provide our customers with the industry-leading solutions and services they expect from SHFL. I appreciate and thank you in advance for your assistance as we work to make the integration as seamless as possible for employees, customers and partners of both companies.

Your teamwork and passion have given SHFL an outstanding reputation for innovation and technological excellence – these are some of the reasons Bally was attracted to us. I am confident that our combination with Bally will ensure that we continue as a great company, will enhance our ability to accelerate growth, and will create even greater opportunities to continue to learn and excel.

You have all played a meaningful role in building SHFL to be the outstanding company that it is today. I am very proud of what we have accomplished together and am excited for this new chapter of the SHFL story.

Sincerely,

Gavin Isaacs

About SHFL entertainment, Inc.

SHFL entertainment, Inc. is a leading global gaming supplier committed to making gaming more fun for players and more profitable for operators through product innovation, and superior quality and service. The Company operates in legalized gaming markets across the globe and provides state-of-the-art, value-add products in five distinct categories: Utility products, which include automatic card shufflers and roulette chip sorters; Proprietary Table Games, which includes live games, side bets and progressives; Electronic Table Systems, which include various e-Table game configurations; Electronic Gaming Machines, which include video slot machines; and newly introduced iGaming, which features online versions of SHFL entertainment’s table games, social gaming, and mobile applications. 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.shfl.com, or on Facebook and Twitter.

This news release may contain “forward-looking” statements within the meaning of the Securities Act of 1933, as amended, and is subject to the safe harbor created thereby. Such information involves important risks and uncertainties that could significantly affect the results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements. Future operating results may be adversely affected as a result of a number of risks that are detailed from time to time in SHFL’s filings with the Securities and Exchange Commission. SHFL undertakes no obligation to update the information in this press release and represents that the information is only valid as of today’s date.

Forward-Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although SHFL entertainment, Inc. (“SHFL” or “the Company”) believes that the expectations reflected in its forward-looking statements are reasonable, any or all of its forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its business or operations. Factors which could cause the Company’s actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the shareholders of the Company to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of the Company and Bally Technologies, Inc. (“Bally”) to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of the Company; (5) the ability of the Company to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by Bally to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K for the year ended October 31, 2012, and our more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company can give no assurance that the conditions to the merger will be satisfied. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

SHFL has filed with the SEC on August 23, 2013 a preliminary proxy statement in connection with the proposed transaction with Bally. SHFL intends to file with the SEC a definitive proxy statement, which will be sent or given to the shareholders of SHFL and will contain important information about the proposed transaction and related matters. SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they become available), and any other documents filed by SHFL with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to the Company’s Investor Relations website page at http://ir.shfl.com or by contacting SHFL’s Corporate Secretary by mail to SHFL entertainment, Inc., Attn: Corporate Secretary, 6650 El Camino Road, Las Vegas, NV 89118, or by phone at (702) 897-7150.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the meeting of shareholders that will be held to consider the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on February 1, 2013. Additional information regarding these persons and their interests in the merger is included in the preliminary proxy statement filed with the SEC on August 23, 2013. You may obtain free copies of this document as described in the preceding paragraph.

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