Shuffle Master, Inc. (NASDAQ Global Select Market:SHFL) ("Shuffle
Master” or the "Company”) announced today that in accordance with Nasdaq
Marketplace Rule 5635(c)(4), the Compensation Committee of the Board of
Directors, which is composed entirely of the Company’s Independent
Directors, approved an inducement grant of 60,000 stock options to
Linster W. Fox, Shuffle Master's Chief Financial Officer. On August 10,
2009, the Board of Directors granted Fox an option to purchase 60,000
shares of the Company’s common stock at an exercise price of $7.12, the
closing price of the Company’s common stock on the date of the grant.
The options are all non-qualified and will vest one quarter per year
beginning on August 10, 2010 and continue vesting on each of the next
three annual anniversary dates, provided that Fox remains employed on
each anniversary date. The stock options will expire 10 years from the
grant date. There are also provisions in the grant for accelerated
vesting. The option was granted outside Shuffle Master's equity
incentive plans and as a material inducement to Fox's employment with
the Company. This announcement complies with the applicable NASDAQ rule
requiring disclosure of such an inducement grant.
The terms and conditions of the anticipated stock option grant were
previously disclosed on the Company’s Current Report on Form 8-K filed
on August 6, 2009, in connection with Fox’s appointment as the Company’s
Chief Financial Officer, effective as of August 1, 2009.
About Shuffle Master, Inc.
Shuffle Master, Inc. is a gaming supply company specializing in
providing its casino customers with improved profitability, productivity
and security, as well as popular and cutting-edge gaming entertainment
content, through value-add products in four distinct categories: Utility
products which includes automatic card shuffler, roulette chip sorters
and intelligent table system modules, Proprietary Table Games which
include live table game tournaments, Electronic Table Systems which
include various e-Table game platforms and Electronic Gaming Machines
which include traditional video slot machines for select markets and
wireless gaming solutions. The Company is included in the S&P Smallcap
600 Index. Information about the Company and its products can be found
on the Internet at www.shufflemaster.com.
Forward Looking Statements
This release contains forward-looking statements that are based on
management’s current beliefs and expectations about future events, as
well as on assumptions made by and information available to management.
The Company considers such statements to be made under the safe harbor
created by the federal securities laws to which it is subject, and
assumes no obligation to update or supplement such statements.
Forward-looking statements reflect and are subject to risks and
uncertainties that could cause actual results to differ materially from
expectations. Risk factors that could cause actual results to differ
materially from expectations include, but are not limited to, the
following: the Company’s intellectual property or products may be
infringed, misappropriated, invalid, or unenforceable, or subject to
claims of infringement, invalidity or unenforceability, or insufficient
to cover competitors' products; the gaming industry is highly regulated
and the Company must adhere to various regulations and maintain its
licenses to continue its operations; the transition to a new chief
financial officer could be disruptive to the Company’s business or
simply unsuccessful; the Company’s ability to implement its ongoing
strategic plan successfully is subject to many factors, some of which
are beyond the Company’s control; litigation may subject the Company to
significant legal expenses, damages and liability; the Company’s
products currently in development may not achieve commercial success;
the Company competes in a single industry, and its business would suffer
if its products become obsolete or demand for them decreases; any
disruption in the Company’s manufacturing processes or significant
increases in manufacturing costs could adversely affect its business;
the Company’s gaming operations, particularly its Utility, Proprietary
Table Games, Electronic Table Systems and Electronic Gaming Machines,
may experience losses due to technical difficulties or fraudulent
activities; the Company operates in a very competitive business
environment; the Company is dependent on the success of its customers
and is subject to industry fluctuations; risks that impact the Company’s
customers may impact the Company; certain market risks may affect the
Company’s business, results of operations and prospects; a continued
downturn in general worldwide economic conditions or in the gaming
industry or a reduction in demand for gaming may adversely affect the
Company’s results of operations; the Company’s domestic and global
growth and ability to access capital markets are subject to a number of
economic risks; economic, political, legal and other risks associated
with the Company’s international sales and operations could adversely
affect its operating results; changes in gaming regulations or laws; the
Company is exposed to foreign currency risk; the Company could face
considerable business and financial risk in implementing acquisitions;
if the Company’s products contain defects, its reputation could be
harmed and its results of operations adversely affected; the Company may
be unable to adequately comply with public reporting requirements; the
Company’s continued compliance with its financial covenants in its
senior secured credit facility is subject to many factors, some of which
are beyond the Company’s control; the restrictive covenants in the
agreement governing the Company’s senior secured credit facility may
limit its ability to finance future operations or capital needs or
engage in other business activities that may be in its interest; the
Company’s available cash and access to additional capital may be limited
by its leverage; and the Company’s business is subject to quarterly
fluctuation. Additional information on these and other risk factors that
could potentially affect the Company’s financial results may be found in
documents filed by the Company with the Securities and Exchange
Commission, including the Company’s current reports on Form 8-K,
quarterly reports on Form 10-Q and its latest annual report on Form 10-K.
