As filed with the Securities and Exchange Commission on June 12, 2000
Registration No. 333- _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHUFFLE MASTER, INC.
(Name of Registrant in its Charter)
MINNESOTA 3999 41-1448495
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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10901 Valley View Road
Eden Prairie, Minnesota 55344
(952) 943-1951
(Address and Telephone Number of Principal Executive Offices and Principal
Place of Business)
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Shuffle Master, Inc. 1993 Stock Option Plan
(Full Title of the Plan)
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Thomas G. Barry, Jr., Esq.
10901 Valley View Road
Eden Prairie, Minnesota 55344
(952) 943-1951
(Name, Address, and Telephone Number of Agent for Service)
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Copies to:
Michael W. Schley, Esq.
Larkin, Hoffman, Daly & Lindgren, Ltd.
1500 Norwest Financial Center
7900 Xerxes Avenue South
Bloomington, Minnesota 55431
(952) 835-3800
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offering pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------- ------------------ --------------------------- ----------------------- ------------------
Title of Each Class of Proposed Maximum
Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of
Registered Registered (1) Price Per Share (2) Price Registration Fee
-------------------------- ------------------ --------------------------- ----------------------- ------------------
<S> <C> <C> <C> <C>
Common stock ($.01 par
value) 485,000 (3) $14.75 $7,153,750 $2,110.36
-------------------------- ------------------ --------------------------- ----------------------- ------------------
</TABLE>
(1) The Registration Statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options for shares of Common Stock, or pursuant
to the antidilution provisions of the Shuffle Master, Inc. 1993 Stock
Option Plan, as amended (the "Plan").
(2) The Plan authorizes the issuance of both incentive stock options under
Section 422 of the Internal Revenue Code and nonqualified options. For
purposes of calculating the registration fee, it is assumed that all
options granted are incentive stock options and accordingly are
exercisable at a price equal to 100% of "fair market value" at the date
of grant. Fair market value is estimated, solely for the purpose of
calculating the registration fee, as the closing price of Shuffle
Master, Inc. (the "Company") Common Stock as reported by the Nasdaq
National Market on June 7, 2000.
(3) The Company, on December 30, 1994, initially filed a Form S-8
Registration Statement (Commission File No. 33-88124) registering
350,000 shares issuable upon exercise of options which could be granted
pursuant to the Plan and, similarly, registering the same number of
shares for resale by affiliates of the Company upon exercise of such
options. Subsequent thereto, on July 10, 1995, the Company effected a
3-for-2 stock split. The original Registration Statement included (as
set forth in footnote 1 to the fee table thereon) "additional shares
that may become issuable . . . pursuant to the antidilution provisions
of the [Plan],"as a result of which the options to purchase 350,000
shares became entitled to purchase 525,000 shares. Accordingly, the
525,000 shares issuable pursuant to the Plan prior to its amendment and
salable by affiliates upon exercise of options authorized by the Plan
prior to its amendment, have already been registered. On August 6,
1996, the Company filed a further Form S-8 Registration Statement
(Commission File No. 333-09623) registering 200,000 additional shares
added to the Plan by amendment approved by the Shareholders of the
Company on March 29, 1996. This Registration Statement relates to
235,000 additional shares added to the Plan by a second amendment of
the Plan approved by the Shareholders of the Company on March 19, 1998
and a subsequent 250,000 additional shares added to the Plan by a
subsequent amendment of the Plan approved by the Shareholders of the
Company on March 17, 1999, for an aggregate of 485,000 additional
shares (the "Aggregate Additional Shares"). Such Aggregate Additional
Shares may become issuable pursuant to options granted or to be granted
pursuant to the Plan. Such Aggregate Additional Shares are being
registered for issuance upon exercise of options.
<PAGE>
Pursuant to General Instruction E to Form S-8, adopted pursuant to the
Securities Act of 1933, as amended, the Registrant hereby incorporates the
contents of Registration Statements on Forms S-8, Commission File Nos. 33-88124
and 333-09623, which related to the Shuffle Master, Inc. 1993 Stock Option Plan,
as amended (the "Plan"), as previously amended. This Registration Statement is
filed to increase the number of options which may be granted and the number of
shares which may be issued upon exercise of such options as a result of (i) a
March 19, 1998 amendment to the Plan as adopted by the Shareholders of the
Company and (ii) a March 17, 1999 amendment to the Plan as adopted by the
Shareholders of the Company. The Registrant hereby expressly adopts all
statements contained in the prior Registration Statements on Forms S-8,
Registration Nos. 33-88124 and 333-09623, as its own Registration Statements for
all purposes of the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates by reference into the Registration Statement
the documents listed below:
(a) The Registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the Registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) of the Securities Exchange Commission under the
Securities Act of 1933.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the annual report or prospectus referred to in (a)
above.
(c) The description of the Registrant's Common Stock which is contained in
a Registration Statement filed by the Registrant under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description, and to the extent that such Registration Statement includes
relevant information incorporated by reference, the Registrant's Registration
Statement on Form S-18, Registration No. 33-53994C.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all
of the securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Business Corporation Act provides that
unless prohibited or limited by a corporation's articles of incorporation or
bylaws, the corporation must indemnify its current and former officers,
directors, employees and agents against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement and which were
incurred in connection with actions, suits, or proceedings in which such persons
are parties by reason of the fact that they are or were an officer, director,
employee or agent of the corporation, if they: (i) have not been indemnified by
another organization; (ii) acted in good faith; (iii) received no improper
personal benefit; (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and (v) reasonably believed that the
conduct was in the best interests of the corporation. Section 302A.521 also
permits a corporation to purchase and maintain insurance on behalf of its
officers, directors, employees and agents against any liability which may be
asserted against, or incurred by, such persons in their capacities as officers,
directors, employees and agents any liability which may be asserted against, or
incurred by, such persons in their capacities as officers, directors, employees
or agents of the corporation, whether or not the corporation would have been
required to indemnify the person against the liability under the provisions of
such section.
Article VI of the Bylaws of the Registrant provides that the Registrant
shall exercise, as fully as may be permitted by law, its power of
indemnification, and that the foregoing right of indemnification shall not be
exclusive of other rights to which a person shall be entitled as a matter of
law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable. This Registration Statement relates to the issuance of
shares upon the exercise of options by certain option holders. The grants of
such options did not constitute "sales" under the Securities Act of 1933, as
amended.
ITEM 8. EXHIBITS.
*3.1 Articles of Incorporation of Shuffle Master, Inc. as amended
July 15, 1992 and June 23, 1995
**3.2 Bylaws of Shuffle Master, Inc.
**4.1 Specimen Common Stock Certificate.
***4.2 Shareholder Rights Plan, dated June 26, 1998.
5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd., as to
legality of the securities (included as page II-6).
**** 10.1 The Shuffle Master, Inc. 1993 Stock Option Plan.
10.2 September 30, 1995 Amendment to the Shuffle Master, Inc. 1993
Stock Option Plan (filed herewith).
10.3 December 9, 1995 Amendment to the Shuffle Master, Inc. 1993
Stock Option Plan (filed herewith).
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10.4 March 29, 1996 Amendment to the Shuffle Master, Inc. 1993
Stock Option Plan (filed herewith).
10.5 March 19, 1998 Amendment to the Shuffle Master, Inc. 1993
Stock Option Plan (filed herewith).
10.6 October 26, 1998 Amendment to the Shuffle Master, Inc. 1993
Stock Option Plan (filed herewith).
10.7 March 17, 1999 Amendment to the Shuffle Master, Inc. 1993
Stock Option Plan (filed herewith).
23.1 Consent of Deloitte & Touche LLP (included as page II-15).
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see signature page).
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* Incorporated by reference to the specified exhibit in the Registrant's
Form 10-K for the year ended October 31, 1995.
** Incorporated by reference to the specified exhibit in the Registrant's
Registration Statement on Form S-18, Registration No. 33-53994C.
*** Incorporated by reference to the specified exhibit in the Registrant's
Report on Form 8K dated June 26, 1998.
**** Incorporated by reference to the specified exhibit in the Registrant's
Registration Statement on Form SB-2, Registration No. 33-72224
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sells securities,
a post-effective amendment to this Registration Statement:
(i) to include any additional or changed material
information on the plan of distribution.
(b) For determining any liability under the Securities Act, treat
each post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time
shall be deemed to be the initial BONA FIDE offering.
(c) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
2. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provision described in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eden Prairie, State of Minnesota on May 31, 2000.
SHUFFLE MASTER, INC.
By /s/ Joseph J. Lahti
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Joseph J. Lahti
Its: Chief Executive Officer
The officers and directors of Shuffle Master, Inc., whose signatures
appear below, hereby constitute and appoint Joseph J. Lahti and Gary W. Griffin,
and each of them (with full power to each of them to act alone) their true and
lawful attorney-in-fact to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement of Shuffle Master, Inc.,
and each of the undersigned does hereby ratify and confirm all that said
attorneys shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Joseph J. Lahti Chairman of the Board, President May 31, 2000
-------------------------- Chief Executive Officer
Joseph J. Lahti
/s/ Gary W. Griffin Chief Financial Officer, Secretary May 25, 2000
-------------------------- and Treasurer
Gary W. Griffin
/s/ Gerald W. Koslow Controller May 25, 2000
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Gerald W. Koslow
/s/ Mark L. Yoseloff Executive Vice President and May 25, 2000
-------------------------- Director
Mark L. Yoseloff
/s/ Thomas J. Sutton Director May 23, 2000
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Thomas J. Sutton
/s/ Patrick R. Cruzen Director May 23, 2000
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Patrick R. Cruzen
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