DEFA14A

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): July 17, 2013 (July 16, 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.)
1106 Palms Airport Drive, Las Vegas, Nevada		89119
(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:

o 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)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 July 16, 2013, Michael Gavin Isaacs, the Chief Executive Officer of SHFL entertainment, Inc. (the “Company”) participated in a conference call hosted by Bally Technologies, Inc. (“Bally”) related to the previously announced Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Bally, and Manhattan Merger Corp., a Minnesota corporation and an indirect wholly owned subsidiary of Bally (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Bally.  An excerpt of the transcript from the conference call, including the statements made by Mr. Isaacs, is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.

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

This communication is being made in respect of the proposed transaction involving the Company and Bally. The proposed transaction will be submitted to the shareholders of the Company for their consideration. In connection with the proposed transaction, the Company will prepare a proxy statement to be filed with the SEC. The Company and Bally also plan to file with the SEC other documents regarding the proposed transaction. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://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, 1106 Palms Airport Drive, Las Vegas, NV 89119, 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. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed Merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available.  You may obtain free copies of this document as described in the preceding paragraph.

Item 9.01.     Financial Statements and Exhibits.

(d)	Exhibits.
	99.1	Excerpt of Transcript of Conference Call, dated July 16, 2013

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: July 17, 2013	By:	/S/ KATHRYN S. LEVER
		Kathryn S. Lever Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Excerpt of Transcript of Conference Call, dated July 16, 2013

EX-99.1

Exhibit 99.1

Michael Gavin Isaacs - SHFL entertainment, Inc. - CEO

Thank you, Ramesh. We are excited about this transaction for a number of reasons. First, from a financial perspective, Bally's offer provides SHFL's shareholders significant value. Our shareholders will receive the certainty of cash at an attractive premium of nearly 40% over the average closing price of SHFL common stock, for the 90 days ended July 15, 2013. Second, from a strategic standpoint, we are bringing together two best-in-class highly complementary and customer-centric companies, with a shared emphasis on innovation. Like SHFL, Bally has a balanced approach to its business, creating both high-quality entertainment for players and technological solutions to increase productivity on the casino floor. They are renowned for their ownership of great content, technologies and global brands that still have plenty of room to grow, much like us. And like Bally, SHFL has a history of innovation and technological excellence, underscored by the introduction of numerous industry game-changers such as the first automatic card shufflers and proprietary table games.

Those are just a few of the many things we have in common. The acquisition of SHFL will also open new doors for Bally, and broaden their scope, by providing not only access to global land-based and online table games market, but market leadership. Additionally, Bally will gain significant share of the e-Tables market, and also enhance their access to key international markets, particularly Australia and Asia. Last, and arguably most important, our cultures are very well aligned. Together, we each bring highly skilled and talented organizations with solid business infrastructures and sound fundamentals. We have many organizational elements in common, and we serve many of the same customers.

Most importantly, SHFL and Bally share the same vision, to build the industry's leading supplier, based on delivering superior products and services to customers around the world. And together it is certainly within our reach. When this acquisition is complete, I think it will be fair to say Bally will possess the most diverse, the most IP-rich and perhaps even the most powerful product portfolio in the industry. I want to thank all of our employees and the meaningful role they have played in building the great history of SHFL over the last 30 years. I'm very proud of what we've accomplished together, and I'm excited for SHFL's next chapter.

…

Q U E S T I O N S A N D A N S W E R S

Operator

(Operator Instructions)

…

Operator

The next question we have comes from Steve Wieczynski of Stifel.

Steve Wieczynski - Stifel Nicolaus - Analyst

Congratulations. Going back to that last question, I don't know if you really directed answered it, Gavin. Are you, let me ask more direct, are you going to be around when this deal closes?

Michael Gavin Isaacs - SHFL entertainment, Inc. - CEO

I think Ramesh did answer it. We have got a lot of work to do on the integration. My focus right now is to drive our company, and deliver it to Ramesh and his team the great company that they bought, and to ensure that we keep delivering and hitting our goals. And during the period of the next few months, I'm sure the integration teams will work out what the team is going forward.

…

Steve Wieczynski - Stifel Nicolaus - Analyst

Got you. And maybe Ramesh and Gavin, you talked about Star games a little bit. It's a product that's been doing very well, and really been growth driver here for SHFL here, over the last year or so. Can you talk about how you'll position that product going forward?

Gavin Isaacs - SHFL entertainment, Inc. - CEO

Yes, I'll hand it over to Ramesh, but obviously, I think that Bally bought SHFL because of this great product line, and its growing importance. So I'll let you talk about what we've talked about many times over the last few days about this.

…

Carlo Santarelli - Deutsche Bank - Analyst

Understood, thank you. And Gavin, if you don't mind, would you comment at all on the process and the timing and the competition involved in coming to the deal that we have arrived at today?

Gavin Isaacs - SHFL entertainment, Inc. - CEO

I think it's fair, Carlo, that everything will be revealed when we file our proxy. I think it's best to wait for that.