SHFL / Shfl Entertainment Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

SHFL / Shfl Entertainment Inc. / EdgePoint Investment Group Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 2)* Under the Securities Exchange Act of 1934 SHFL Entertainment Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78423R105 (CU

- FORM 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 0-20820 SHFL entertainment, Inc. (Exact name of registrant as specified in

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

- FORM S-8 POS

As filed with the Securities and Exchange Commission on November 25, 2013 Registration No.

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

- FORM S-8 POS

shfl20131125s8pos.htm As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. 333-09623 Registration No. 333-39060 Registration No. 333-39064 Registration No. 333-39290 Registration No. 333-61588 Registration No. 333-100716 Registration No. 333-101444 Registration No. 333-104659 Registration No. 333-117909 Registration No. 333-117910 Registration No. 333-165537 R

SHFL SHAREHOLDERS APPROVE MERGER AGREEMENT WITH BALLY TECHNOLOGIES

Exhibit 99.1 FOR IMMEDIATE RELEASE SHFL entertainment, Inc. Media and Investor Contact: Julia Boguslawski, (702) 897-7150 [email protected] SHFL SHAREHOLDERS APPROVE MERGER AGREEMENT WITH BALLY TECHNOLOGIES LAS VEGAS, November 19, 2013 – SHFL entertainment, Inc. (NASDAQ Global Select Market: SHFL) (“SHFL”) announced that at a special shareholders’ meeting held today, SHFL shareholders approved

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 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): November 19, 2013 SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction of incorporation)

Ramesh Srinivasan

Exhibit 99.2 Exhibit 99.2 Ramesh Srinivasan November 8, 2013 Forward-Looking Statement During this presentation and the Q&A session, various remarks constitute forward-looking statements. 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

Ramesh Srinivasan

Exhibit 99.2 Exhibit 99.2 Ramesh Srinivasan November 8, 2013 Forward-Looking Statement During this presentation and the Q&A session, various remarks constitute forward-looking statements. 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

Financial Statements and Exhibits, Other Events - 8-K/A

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13 (November 8, 2013) SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other j

BEGIN BALLY VIDEO

Exhibit 99.1 SHFL entertainment, Inc. Town Hall, November 8, 2013 MS. LEVER: Good morning. AUDIENCE: Good morning. MS. LEVER: Oh, come on. AUDIENCE: Good morning. MS. LEVER: Better. So welcome to our town hall. I’m here to do the legal stuff, you know, as usual. Today’s town hall is going to be just a little bit different from what we are used to. As you know, we haven’t yet had our shareholder vo

BEGIN BALLY VIDEO

Exhibit 99.1 SHFL entertainment, Inc. Town Hall, November 8, 2013 MS. LEVER: Good morning. AUDIENCE: Good morning. MS. LEVER: Oh, come on. AUDIENCE: Good morning. MS. LEVER: Better. So welcome to our town hall. I’m here to do the legal stuff, you know, as usual. Today’s town hall is going to be just a little bit different from what we are used to. As you know, we haven’t yet had our shareholder vo

- 8-K/A

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13 (November 8, 2013) SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other j

Ramesh Srinivasan

Exhibit 99.2 Exhibit 99.2 Ramesh Srinivasan November 8, 2013 Forward-Looking Statement During this presentation and the Q&A session, various remarks constitute forward-looking statements. 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

Financial Statements and Exhibits, Other Events - 8-K

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): November 12, 2013 (November 8, 2013) SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction of i

BEGIN BALLY VIDEO

EX-99.1 Exhibit 99.1 SHFL entertainment, Inc. Town Hall, November 8, 2013 MS. LEVER: Good morning. AUDIENCE: Good morning. MS. LEVER: Oh, come on. AUDIENCE: Good morning. MS. LEVER: Better. So welcome to our town hall. I’m here to do the legal stuff, you know, as usual. Today’s town hall is going to be just a little bit different from what we are used to. As you know, we haven’t yet had our shareh

BEGIN BALLY VIDEO

Exhibit 99.1 SHFL entertainment, Inc. Town Hall, November 8, 2013 MS. LEVER: Good morning. AUDIENCE: Good morning. MS. LEVER: Oh, come on. AUDIENCE: Good morning. MS. LEVER: Better. So welcome to our town hall. I’m here to do the legal stuff, you know, as usual. Today’s town hall is going to be just a little bit different from what we are used to. As you know, we haven’t yet had our shareholder vo

- 8-K

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): November 12, 2013 (November 8, 2013) SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction of i

EX-99.2

#### Acquisition Transition: Key Milestones Agreement and Plan of Merger What is a proxy filing? A proxy filing provides shareholders with information about the acquisition to allow them to make an informed vote at the shareholders meeting or to auth

EX-99.1 Exhibit 99.1 Email to Employees – BYI/SHFL Update October 21, 2013 Dear SHFL Team, In keeping with my commitment made to you during our Town Hall meeting, I want to update you as to the status and ongoing activities related to the pending acquisition of SHFL entertainment (SHFL) by Bally Technologies (Bally). Because of the many Securities and Exchange Commission (SEC) regulations we have

- FORM 8-K

Form 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): October 21, 2013 SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction (Commission (IRS Em

#### Acquisition Transition: Key Milestones Agreement and Plan of Merger What is a proxy filing? A proxy filing provides shareholders with information about the acquisition to allow them to make an informed vote at the shareholders meeting or to auth

EX-99.1 Exhibit 99.1 Email to Employees – BYI/SHFL Update October 21, 2013 Dear SHFL Team, In keeping with my commitment made to you during our Town Hall meeting, I want to update you as to the status and ongoing activities related to the pending acquisition of SHFL entertainment (SHFL) by Bally Technologies (Bally). Because of the many Securities and Exchange Commission (SEC) regulations we have

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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): October 21, 2013 SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction (Commission (IRS Em

- DEFM14A

DEFM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pro

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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): October 10, 2013 (October 9, 2013) SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction o

- FORM 8-K

Form 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): October 10, 2013 (October 9, 2013) SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction o

SHFL Schedules Special Shareholder Meeting for November 19, 2013 to Vote on Approval and Adoption of the Merger Agreement with Bally

EX-99.1 2 d611181dex991.htm EX-99.1 Exhibit 99.1 SHFL ENTERTAINMENT, INC. 6650 El Camino Road Las Vegas, NV 89118 www.shfl.com PRESS RELEASE FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations / Corporate Communications ph: (702) 897-7150 email: [email protected] Gavin Isaacs, CEO Katie S. Lever, EVP and General Counsel ph: (702) 897-7150 fax: (702) 270-5161 SHFL Schedules Sp

SHFL Schedules Special Shareholder Meeting for November 19, 2013 to Vote on Approval and Adoption of the Merger Agreement with Bally

Exhibit 99.1 SHFL ENTERTAINMENT, INC. 6650 El Camino Road Las Vegas, NV 89118 www.shfl.com PRESS RELEASE FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations / Corporate Communications ph: (702) 897-7150 email: [email protected] Gavin Isaacs, CEO Katie S. Lever, EVP and General Counsel ph: (702) 897-7150 fax: (702) 270-5161 SHFL Schedules Special Shareholder Meeting for Novemb

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CORRESP CONFIDENTIAL September 26, 2013 VIA HAND AND BY EDGAR Jay Ingram Legal Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

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CORRESP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.

- AMENDMENT NO. 1 TO SCHEDULE 14A

Amendment No. 1 to Schedule 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

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CORRESP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.

SHFL ENTERTAINMENT, INC. REPORTS REVENUE OF $73.5 MILLION IN THIRD QUARTER, UP 16% YEAR-OVER-YEAR

EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 6650 El Camino Rd. Las Vegas, NV 89118 www.shfl.com News Release FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations/ Corporate Communications ph:(702) 897-7150 email:[email protected] Gavin Isaacs, CEO Linster W. Fox, CFO ph:(702) 897-7150 fax:(702) 270-5161 SHFL ENTERTAINMENT, INC. REPORTS REVENUE OF $73.5 MILLION IN THIRD QUARTE

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

shfl201309058k.htm 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): September 6, 2013 SHFL entertainment, Inc. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organiz

Quarterly Report - FORM 10-Q

shfl2013073110q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2013 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-20820 SHF

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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 Emp

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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 ot

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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 ot

- FORM 8-K

Form 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 Emp

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

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 [email protected] [email protected] Investor Contact: Michael Carlotti, (702) 584-7995 [email protected] HART-SCOTT-RODINO WAITING PERIOD EXPIRES FOR BALLY TECHNOLOGIES’ ACQUISI

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

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 [email protected] [email protected] Investor Contact: Michael Carlotti, (702) 584-7995 [email protected] HART-SCOTT-RODINO WAITING PERIOD EXPIRES FOR BALLY TECHNOLOGIES’ ACQUISI

- PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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): July 26, 2013 SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction (Commission (IRS Emplo

Greetings everyone,

Exhibit 99.1 Greetings everyone, It has been a little over a week since we announced our entry into an agreement with Bally to acquire our company and since then we have held a Town Hall meeting, conducted several calls with our international offices, and publicly filed several pieces of communication with the SEC, which can be found at http://ir.shfl.com/Investors/Financials/Reports-and-Filings/S

- FORM 8-K

Form 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): July 26, 2013 SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction (Commission (IRS Emplo

Greetings everyone,

EX-99.1 Exhibit 99.1 Greetings everyone, It has been a little over a week since we announced our entry into an agreement with Bally to acquire our company and since then we have held a Town Hall meeting, conducted several calls with our international offices, and publicly filed several pieces of communication with the SEC, which can be found at http://ir.shfl.com/Investors/Financials/Reports-and-F

- FORM S-8

shfl20130723s8.htm As filed with the Securities and Exchange Commission on July 23, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SHFL entertainment, Inc. (Exact name of registrant as specified in its charter) Minnesota 41-1448495 (State or other jurisdiction of (I.R.S. Employer In

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 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): July 18, 2013 (July 14, 2013) SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction of inc

AGREEMENT AND PLAN OF MERGER By and Among BALLY TECHNOLOGIES, INC., MANHATTAN MERGER CORP., SHFL ENTERTAINMENT, INC. Dated as of July 15, 2013 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Definitions 2 Article II THE MERGER Section 2.1 The Mer

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among BALLY TECHNOLOGIES, INC., MANHATTAN MERGER CORP., and SHFL ENTERTAINMENT, INC. Dated as of July 15, 2013 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Definitions 2 Article II THE MERGER Section 2.1 The Merger 13 Section 2.2 Merger Closing 13 Section 2.3 Effective Time 14 Section 2.4 Effects of the Merger 14 Section 2.5

- FORM 8-K

Form 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): July 18, 2013 (July 14, 2013) SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction of inc

AGREEMENT AND PLAN OF MERGER By and Among BALLY TECHNOLOGIES, INC., MANHATTAN MERGER CORP., SHFL ENTERTAINMENT, INC. Dated as of July 15, 2013 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Definitions 2 Article II THE MERGER Section 2.1 The Mer

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among BALLY TECHNOLOGIES, INC., MANHATTAN MERGER CORP., and SHFL ENTERTAINMENT, INC. Dated as of July 15, 2013 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Definitions 2 Article II THE MERGER Section 2.1 The Merger 13 Section 2.2 Merger Closing 13 Section 2.3 Effective Time 14 Section 2.4 Effects of the Merger 14 Secti

Michael Gavin Isaacs

EX-99.1 2 ex991.htm EXHIBIT 99.1 - EXCERPT OF TRANSCRIPT OF CONFERENCE CALL, DATED JULY 16, 2013 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

Financial Statements and Exhibits, Other Events - 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): 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 (IR

- 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): 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 (IR

Michael Gavin Isaacs

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

Frequently Asked Questions SHFL entertainment – Bally Technologies Acquisition

Exhibit 99.6 Frequently Asked Questions SHFL entertainment – Bally Technologies Acquisition What is the acquisition agreement? SHFL entertainment and Bally Technologies announced a definitive agreement to combine our companies, unanimously approved by both Boards of Directors. Upon the close of the transaction, which is subject to the parties obtaining required gaming approvals, the approval of th

Financial Statements and Exhibits, Other Events - FORM 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): July 16, 2013 (July 15, 2013) SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction (Commission (IR

July 16, 2013

Exhibit 99.2 July 16, 2013 Dear SHFL Teammates, Today, we are taking an important step forward in accelerating SHFL’s growth opportunities with the announcement that our business is being acquired by Bally Technologies (Bally), a leading global gaming supplier headquartered in Las Vegas. The acquisition combines two best-in-class, customer-centric gaming companies with a shared commitment to innov

BALLY TECHNOLOGIES, INC. TO ACQUIRE SHFL ENTERTAINMENT, INC. Combination Will Create a World-Class Gaming Organization With the Industry’s Most Diversified Suite of Innovative Products and Successful Brands

Exhibit 99.1 SHFL entertainment, Inc. 1106 Palms Airport Dr. Las Vegas, NV 89119 www.SHFL.com NEWS RELEASE FOR FURTHER INFORMATION CONTACT: Investors & Media: Gavin Isaacs, CEO Julia Boguslawski Linster W. Fox, CFO ph: (702) 897-7150 ph: (702) 897-7150 email: [email protected] BALLY TECHNOLOGIES, INC. TO ACQUIRE SHFL ENTERTAINMENT, INC. Combination Will Create a World-Class Gaming Organization

July 16, 2013

Exhibit 99.5 July 16, 2013 To Our Valued Customers and Casino Operators: Today is a historic day as we announce our strategic decision to combine our business with Bally Technologies (BYI), a global leader in gaming technology and innovations. Earlier today, we issued a press release that announced that our two companies have entered into a definitive agreement with the unanimous approval by both

July 16, 2013

Exhibit 99.2 July 16, 2013 Dear SHFL Teammates, Today, we are taking an important step forward in accelerating SHFL’s growth opportunities with the announcement that our business is being acquired by Bally Technologies (Bally), a leading global gaming supplier headquartered in Las Vegas. The acquisition combines two best-in-class, customer-centric gaming companies with a shared commitment to innov

July 16, 2013

Exhibit 99.3 July 16, 2013 To SHFL entertainment, Inc. (“SHFL”) Regulatory Agency Executives and Staff Members: Today we mark a significant milestone as we announce our strategic decision to combine our business with Bally Technologies, Inc. (“Bally”), a diversified, global organization that designs, manufactures, distributes and operates innovative products and technology for the gaming industry.

- FORM 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): July 16, 2013 (July 15, 2013) SHFL entertainment, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-20820 41-1448495 (State or other jurisdiction (Commission (IR

July 16, 2013

Exhibit 99.3 July 16, 2013 To SHFL entertainment, Inc. (“SHFL”) Regulatory Agency Executives and Staff Members: Today we mark a significant milestone as we announce our strategic decision to combine our business with Bally Technologies, Inc. (“Bally”), a diversified, global organization that designs, manufactures, distributes and operates innovative products and technology for the gaming industry.

July 16, 2013

Exhibit 99.4 July 16, 2013 To our SHFL entertainment Supplier Colleagues: Today we announced the acquisition of our Company by Bally Technologies (Bally), a leading global gaming supplier headquartered in Las Vegas. Enclosed is a joint press release issued earlier today announcing a definitive agreement and unanimous approval by both Boards of Directors. With approximately 3,400 employees around t

Frequently Asked Questions SHFL entertainment – Bally Technologies Acquisition

Exhibit 99.6 Frequently Asked Questions SHFL entertainment – Bally Technologies Acquisition What is the acquisition agreement? SHFL entertainment and Bally Technologies announced a definitive agreement to combine our companies, unanimously approved by both Boards of Directors. Upon the close of the transaction, which is subject to the parties obtaining required gaming approvals, the approval of th

July 16, 2013

Exhibit 99.5 July 16, 2013 To Our Valued Customers and Casino Operators: Today is a historic day as we announce our strategic decision to combine our business with Bally Technologies (BYI), a global leader in gaming technology and innovations. Earlier today, we issued a press release that announced that our two companies have entered into a definitive agreement with the unanimous approval by both

July 16, 2013

Exhibit 99.4 July 16, 2013 To our SHFL entertainment Supplier Colleagues: Today we announced the acquisition of our Company by Bally Technologies (Bally), a leading global gaming supplier headquartered in Las Vegas. Enclosed is a joint press release issued earlier today announcing a definitive agreement and unanimous approval by both Boards of Directors. With approximately 3,400 employees around t

BALLY TECHNOLOGIES, INC. TO ACQUIRE SHFL ENTERTAINMENT, INC. Combination Will Create a World-Class Gaming Organization With the Industry’s Most Diversified Suite of Innovative Products and Successful Brands

Exhibit 99.1 SHFL entertainment, Inc. 1106 Palms Airport Dr. Las Vegas, NV 89119 www.SHFL.com NEWS RELEASE FOR FURTHER INFORMATION CONTACT: Investors & Media: Gavin Isaacs, CEO Julia Boguslawski Linster W. Fox, CFO ph: (702) 897-7150 ph: (702) 897-7150 email: [email protected] BALLY TECHNOLOGIES, INC. TO ACQUIRE SHFL ENTERTAINMENT, INC. Combination Will Create a World-Class Gaming Organization

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

shfl201306038k.htm 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): June 4, 2013 SHFL entertainment, Inc. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization

SHFL ENTERTAINMENT, INC. REPORTS RECORD REVENUE OF $77.4 MILLION IN SECOND QUARTER, UP 17% YEAR-OVER-YEAR SHFL Also Achieves Record Net Income of $11.8 Million and Record Adjusted EBITDA of $25.4 Million

shfl201306038kex99-1.htm Exhibit 99.1 1106 Palms Airport Dr. Las Vegas, NV 89119 www.shfl.com News Release FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations/ Corporate Communications ph:(702) 897-7150 email:[email protected] Gavin Isaacs, CEO Linster W. Fox, CFO ph:(702) 897-7150 fax:(702) 270-5161 SHFL ENTERTAINMENT, INC. REPORTS RECORD REVENUE OF $77.4 MILLION IN SECOND Q

AGREEMENT

Exhibit 1 AGREEMENT AGREEMENT, dated as of April 2, 2013, by and among EdgePoint Investment Group Inc.

SHFL / Shfl Entertainment Inc. / EdgePoint Investment Group Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1)* Under the Securities Exchange Act of 1934 SHFL Entertainment Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 825549108 (CU

Submission of Matters to a Vote of Security Holders - FORM 8-K

shfl201303188k.htm 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): March 14, 2013 SHFL entertainment, Inc. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organizati

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant T Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (a

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

shfl201303038k.htm 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): March 4, 2013 SHFL entertainment, Inc. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organizatio

SHFL ENTERTAINMENT, INC. REPORTS FIRST QUARTER 2013 RESULTS SHFL Achieves Record First Quarter Revenue of $58.8 Million and Recurring Revenue Growth of 12%

shfl201303038kex99-1.htm Exhibit 99.1 1106 Palms Airport Dr. Las Vegas, NV 89119 www.shfl.com News Release FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations/ Corporate Communications ph:(702) 897-7150 email:[email protected] Gavin Isaacs, CEO Linster W. Fox, CFO ph:(702) 897-7150 fax:(702) 270-5161 SHFL ENTERTAINMENT, INC. REPORTS FIRST QUARTER 2013 RESULTS SHFL Achieves Re

SHFL / Shfl Entertainment Inc. / VANGUARD GROUP INC Passive Investment

shflentertainmentinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: SHFL Entertainment Inc Title of Class of Securities: Common Stock CUSIP Number: 78423R105 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropri

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

- DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

shfl201301308k.htm 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) Minnesota (State or Other Jurisdiction of Incorporation or Organiza

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT Linster (“Lin”) W. Fox

shfl201301308kex10-1.htm 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 Minnes

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Comm

EMPLOYMENT AGREEMENT

shfl201301318kex10-1.htm Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), made and effective on January 25, 2013 (the "Agreement Date") is between SHFL entertainment, Inc. ("Company"), and Roger Snow ("Executive"). Company desires to continue to employ Executive to serve as its Executive Vice President and Chief Product Officer upon the terms and subject to the condit

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Michael Gavin Isaacs This First Amendment (the “Amendment”), is made and entered into as of this 14th day of December, 2012, and is an amendment to that certain Employment Agreement (the “Employment Agreement”), dated as of March 16, 2011, between SHFL entertainment, Inc., formerly known as Shuffle Master, Inc., a Minnesota corporation (the “Com

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): December 13, 2012 SHFL entertainment, Inc. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 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): December 14, 2012 SHFL entertainment, Inc. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Com

AMENDED AND RESTATED SHFL entertainment, Inc. ARTICLE I

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF SHFL entertainment, Inc. ARTICLE I OFFICES 1.01 Registered Office. The registered office of the corporation shall be 1106 Palms Airport Drive, Las Vegas, Nevada 89119-3730. The Board of Directors (the "Board") shall have authority to change the registered office of the corporation from time to time, and any such change shall be registered by the Secretary

SHFL entertainment Achieves Record Quarterly and Annual Revenue and Net Income; Fiscal Year Adjusted Diluted Earnings Per Share Growth of 25%

Exhibit 99.1 1106 Palms Airport Dr. Las Vegas, NV 89119 www.shfl.com News Release FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations/ Corporate Communications ph: (702) 897-7150 email: [email protected] Gavin Isaacs, CEO Linster W. Fox, CFO ph: (702) 897-7150 fax: (702) 270-5161 SHFL ENTERTAINMENT, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR ENDED 2012 RESULTS SHFL entertain

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November 28, 2012 VIA EDGAR Mr. Rufus Decker Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: SHFL entertainment, Inc. Form 10-K for the Year Ended October 31, 2011 Filed January 5, 2012 Form 10-Q for the Period Ended July 31, 2012 Filed September 10, 2012 File No. 0-20820 Dear Mr. Decker: SHFL en

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November 16, 2012 Via EDGAR and E-Mail Mr. Ernest Greene Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 [email protected] Re: SHFL entertainment, Inc. (the “Company”) Form 10-K for the Year Ended October 31, 2011 Filed January 5, 2012 Form 10-Q for the Period Ended July 31, 2012 Filed September 10, 2012 File No. 0-20820 Dear Mr. Green: T

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Linster (“Lin”) W. Fox

Exhibit 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Linster (“Lin”) W. Fox This Second Amendment (the “Amendment”), is made and entered into as of this 31st day of October, 2012, and is an amendment to that certain 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”)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 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): October 31, 2012 SHFL entertainment, Inc. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Comm

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 8K

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): September 28, 2012 SHFL entertainment, Inc. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Co

ARTICLES OF AMENDMENT ARTICLES OF INCORPORATION SHFL entertainment, Inc.

Exhibit 3.2 ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF SHFL entertainment, Inc. The undersigned, the Chief Executive Officer of SHFL entertainment, Inc., a Minnesota corporation (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is SHFL entertainment, Inc. 2. Set forth on Exhibit A attached hereto and incorporated herein by reference are the Restated Art

ARTICLES OF AMENDMENT ARTICLES OF INCORPORATION SHUFFLE MASTER, INC.

Exhibit 3.1 ARTICLES OF AMENDMENT of ARTICLES OF INCORPORATION of SHUFFLE MASTER, INC. The undersigned, the Chief Executive Officer of SHUFFLE MASTER, INC., a Minnesota corporation (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is Shuffle Master, Inc. 2. The board of directors of the Corporation has adopted the following resolution amending Article I of the Cor

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): September 10, 2012 SHUFFLE MASTER, INC. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Commis

SHUFFLE MASTER, INC. REPORTS THIRD QUARTER 2012 RESULTS Shuffle Master Achieves Record Third Quarter Revenue of $63.4 Million, Zero Net Debt For the First Time in Eight Years, and Diluted Earnings Per Share of $0.18

Exhibit 99.1 SHUFFLE MASTER, INC. 1106 Palms Airport Dr. Las Vegas, NV 89119 www.shufflemaster.com News Release FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations/ Corporate Communications ph: (702) 897-7150 fax: (702) 270-5161 Gavin Isaacs, CEO Linster W. Fox, CFO ph: (702) 897-7150 fax: (702) 270-5161 SHUFFLE MASTER, INC. REPORTS THIRD QUARTER 2012 RESULTS Shuffle Master Achie

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

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 27, 2012 SHUFFLE MASTER, INC. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Commission

Shuffle Master Announces Decision Not to Proceed With Ongame Network Acquisition

Exhibit 99.1 SHUFFLE MASTER, INC. 1106 Palms Airport Dr. Las Vegas, NV 89119 www.shufflemaster.com News Release FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations/ Corporate Communications ph: (702) 897-7150 fax: (702) 270-5161 Gavin Isaacs, CEO Linster W. Fox, CFO ph: (702) 897-7150 fax: (702) 270-5161 Shuffle Master Announces Decision Not to Proceed With Ongame Network Acquisi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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: June 25, 2012 (Date of Earliest Event Reported) SHUFFLE MASTER, INC. (Exact Name of Registrant as Specified in its Charter) Minnesota 0-20820 41-1448495 (State or Other Jurisdiction of Incorporation) (Commission File

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 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): May 31, 2012 SHUFFLE MASTER, INC. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Commission F

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 31, 2012, is entered into by and among (1) SHUFFLE MASTER, INC., a Minnesota corporation (the “Borrower”); (2) the Required Lenders (as defined in the Credit Agreement referred to below); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer an

SHUFFLE MASTER, INC. REPORTS SECOND QUARTER 2012 RESULTS Shuffle Master Achieves Record Quarterly Revenue of $66.1 Million and Double Digit EPS Growth

Exhibit 99.1 SHUFFLE MASTER, INC. 1106 Palms Airport Dr. Las Vegas, NV 89119 www.shufflemaster.com News Release FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations/ Corporate Communications ph: (702) 897-7150 fax: (702) 270-5161 Gavin Isaacs, CEO Linster W. Fox, CFO ph: (702) 897-7150 fax: (702) 270-5161 SHUFFLE MASTER, INC. REPORTS SECOND QUARTER 2012 RESULTS Shuffle Master Achi

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): June 4, 2012 SHUFFLE MASTER, INC. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

shfl201206018k.htm 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): May 28, 2012 SHUFFLE MASTER, INC. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-

Submission of Matters to a Vote of Security Holders - CURRENT REPORT

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): March 15, 2012 SHUFFLE MASTER, INC. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Commission

Submission of Matters to a Vote of Security Holders - FORM 8-K/A

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K/A Amendment No.1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2011 SHUFFLE MASTER, INC. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): March 5, 2012 SHUFFLE MASTER, INC. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Commission

SHUFFLE MASTER, INC. TO ACQUIRE LEADING B2B ONLINE POKER COMPANY ONGAME NETWORK LTD. Acquisition Accelerates Shuffle Master’s B2B Online Strategy

Exhibit 99.1 Shuffle Master, Inc. 1106 Palms Airport Dr. Las Vegas, NV 89119 www.shufflemaster.com NEWS RELEASE FOR FURTHER INFORMATION CONTACT: SHUFFLE MASTER, INC. Julia Boguslawski Investor Relations/ Corporate Communications ph: (702) 897-7150 fax: (702) 270-5161 Gavin Isaacs, CEO Linster W. Fox, CFO ph: (702) 897-7150 fax: (702) 270-5161 SHUFFLE MASTER, INC. TO ACQUIRE LEADING B2B ONLINE POKE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 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): March 5, 2012 SHUFFLE MASTER, INC. (Exact name of registrant as specified in its charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 0-20820 (Commission

SHUFFLE MASTER, INC. REPORTS FIRST QUARTER 2012 RESULTS AND ENTERS INTO AN AGREEMENT TO ACQUIRE ONGAME NETWORK LTD. Shuffle Master Reports 56% Growth in First Quarter EPS and Announces Plan to Acquire Leading B2B Online Poker Company

EXHIBIT 99.1 SHUFFLE MASTER, INC. 1106 Palms Airport Dr. Las Vegas, NV 89119 www.shufflemaster.com News Release FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations/ Corporate Communications ph: (702) 897-7150 fax: (702) 270-5161 Gavin Isaacs, CEO Linster W. Fox, CFO ph: (702) 897-7150 fax: (702) 270-5161 SHUFFLE MASTER, INC. REPORTS FIRST QUARTER 2012 RESULTS AND ENTERS INTO AN A

EX-99.2

Exhibit 99.2

SHFL / Shfl Entertainment Inc. / VANGUARD GROUP INC Passive Investment

shufflemasterinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Shuffle Master Inc Title of Class of Securities: Common Stock CUSIP Number: 825549108 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the appropriate box t

AGREEMENT

Exhibit 1 AGREEMENT AGREEMENT, dated as of February 3, 2012, by and among EdgePoint Investment Group Inc.

SHFL / Shfl Entertainment Inc. / EdgePoint Investment Group Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* Under the Securities Exchange Act of 1934 Shuffle Master, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 825549108 (CUSIP N

SHFL / Shfl Entertainment Inc. / OPPENHEIMER FUNDS INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* SHUFFLE MASTER, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 825549108 (CUSIP Number) 12/31/2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy S