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): January 25, 2013
SHFL entertainment, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota (State or Other Jurisdiction of Incorporation or Organization) |
0-20820 (Commission File Number) |
41-1448495 (IRS Employer Identification No.) |
1106 Palms Airport Drive, Las Vegas, Nevada 89119
(Address of Principal Executive Offices)
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)
[ ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2013, SHFL entertainment, Inc. (NASDAQ Global Select Market: SHFL) (the "Company"), entered into a Third Amendment to that certain Employment Agreement dated as of August 1, 2009, between the Company and Linster W. Fox.
The Third Amendment extends the term of Mr. Fox's employment an additional three years to January 31, 2016, unless otherwise terminated earlier in accordance with the provisions of the Employment Agreement. In addition, effective as of January 12, 2013, Mr. Fox's annual base salary shall be increased to $369,400 per year. Pursuant to the Third Amendment, Mr. Fox will be eligible for an annual cash bonus with a target bonus of no less than sixty percent of his fiscal 2013 annual base salary.
The Third Amendment to the Employment Agreement for Mr. Fox is furnished as Exhibit 10.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
Third Amendment to the Employment Agreement dated as of January 25, 2013, by and between SHFL entertainment, Inc. and Linster W. Fox. |
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.
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SHFL entertainment, Inc. | |
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(Registrant) | |
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Date: January 31, 2013 | |
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/s/ MICHAEL GAVIN ISAACS | |
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Michael Gavin Isaacs | |
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Chief Executive Officer |
Exhibit 10.1
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Linster (“Lin”) W. Fox
This Third Amendment (the “Amendment”) is made and entered into as of this 25th day of January, 2013, and is an amendment to that certain Employment Agreement (the “Employment Agreement”), dated as of August 1, 2009, between SHFL entertainment, Inc., formerly known as Shuffle Master, Inc., a Minnesota corporation (the “Company”), and Linster (“Lin) W. Fox, resident of Nevada (“Employee”) and amended by that certain First Amendment on May 3, 2010 and that certain Second Amendment on October 31, 2012 pursuant to which the Initial Term was extended to January 31, 2013 (collectively, the “Employment Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the same meaning as in the Employment Agreement.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee hereby agree as follows:
1. The Initial Term as specified in Section I of the Agreement is hereby amended to extend the Initial Term for an additional three (3) years. The Initial Term shall end on January 31, 2016.
2. Effective as of January 12, 2013, the Annual Base Salary set out in Section II (a) of the Agreement shall be increased to $369,400 per year.
3. If Employee is employed through October 31, 2013, Employee shall also be eligible to receive an executive bonus in accordance with the terms and conditions of the executive bonus program, if any, authorized by the Board for other senior management executives of the Company for fiscal year 2013, which, for fiscal year 2013, shall have a target bonus of no less than 60% of Employee's Annual Base Salary. For any subsequent year after fiscal year 2013, Employee will be eligible to participate in an executive bonus program and/or in an individual performance bonus program, if any, as authorized by the Board for said period.
4. Except as expressly amended hereby, the Employment Agreement, as amended hereby, is hereby confirmed and ratified by the parties as being and remaining in full force and effect, according to its terms and conditions, and without any further amendments or modifications.
[SIGNATURES ON FOLLOWING PAGE]
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EMPLOYER: |
EMPLOYEE: | ||
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SHFL entertainment, Inc. |
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By: |
/s/ MICHAEL GAVIN ISAACS |
/s/ LINSTER W. FOX | |
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Michael Gavin Isaacs |
Linster (“Lin”) W. Fox | ||
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Its: |
CEO |
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APPROVED: | |
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Compensation Committee | |
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By: |
/s/ DANIEL M. WADE |
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Daniel M. Wade | |
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Its: |
Chairman |