##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 
 (Mark One)
 x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007.
 OR
 o
    
    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 1-31955
 
 CASH SYSTEMS, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 
 Delaware
    
    87-0398535(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification Number)
 7350 Dean Martin Drive, Suite 309
Las Vegas, Nevada 89139
(Address of principal executive offices) (Zip Code)
 Registrants telephone number, including area code: (702) 987-7170
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act: None
 o x
 o x
 x o
 o
  Large accelerated filer o
    
    Accelerated filer x
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o x




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##### 



CASH SYSTEMS, INC.
 2007 ANNUAL REPORT ON FORM 10-K
 TABLE OF CONTENTS
 PART IIIItem 10.    Directors, Executive Officers and Corporate Governance
    
    
    1Item 11.    Executive Compensation
    
    
    3Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
    
    
    16Item 13.    Certain Relationships and Related Transactions, and Director Independence
    
    
    18Item 14.    Principal Accountant Fees and Services
    
    
    19PART IVItem 15.    Exhibits and Financial Statement Schedules
    
    
    20SIGNATURES
    
    
    21EXHIBIT 31.1EXHIBIT 31.2




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##### Table of Contents



EXPLANATORY NOTE
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors of Cash Systems, Inc.
  Name
    
    Age
    
    PositionMichael D. Rumbolz
    
    
    54
    
    
    Chief Executive Officer,
President, and Chairman of
the BoardPatrick R. Cruzen(1)(2)(3)
    
    
    61
    
    
    DirectorDonald D. Snyder(1)(3)
    
    
    60
    
    
    DirectorPatricia W. Becker(1)(3)
    
    
    56
    
    
    Director
 
 (1)
    
    Member of the Audit Committee.(2)
    
    Audit Committee financial expert.(3)
    
    Member of the Compensation Committee. Michael D. Rumbolz
 Patrick R. Cruzen
 Donald D. Snyder
 1




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##### Table of Contents



Patricia W. Becker
 Executive Officers of Cash Systems, Inc.
  Name
    
    Position
    
    AgeMichael D. Rumbolz
    
    Chief Executive Officer, President and Chairman of the Board
    
    
    54Andrew Cashin
    
    Executive Vice President, Chief Financial Officer and
Treasurer
    
    
    43John F. Glaser
    
    Executive Vice President of Sales and Marketing
    
    
    52Katherine W. Bloomfield
    
    Chief Information Officer
    
    
    55Zev Kaplan
    
    General Counsel and Assistant Secretary
    
    
    55
 Andrew Cashin
 John F. Glaser
 Katherine W. Bloomfield
 Zev E. Kaplan
 2




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Conduct
  
  Audit Committee
  
 Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Introduction
   3




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##### Table of Contents



Compensation Objectives and Philosophy
  
    
    the responsibilities of the position, the performance of the individual and
his or her general experience and qualifications
    
    our overall financial performance (including budget variances) for the
previous year and the contributions to such performance measures by the
individual or his or her department
    
    the individuals total compensation during the previous year or at his or her
prior employment where relevant to the position filled at the Company
    
    compensation levels paid by comparable companies in similar industries
    
    the individuals length of service with us
    
    any knowledge or set of skills not easily replaceable that are critical to
the success of the Company
    
    the individuals effectiveness in dealing with external and internal audiences
   Methodologies for Establishing Compensation Program
    4




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##### Table of Contents



Components of our Compensation Program
  
    
    Annual base salaries
    
    Short-term cash bonuses
    
    Long-term equity-based compensation (stock options, restricted shares, etc.)
    
    Retirement benefits provided under a 401(k) plan
    
    Executive perquisites
    
    Benefits provided under an all-employee benefit program
 Base Salary
  Annual Incentives
    Long-Term Incentives
  5




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##### Table of Contents



Benefits & Perquisites
   The Company maintains a tax-qualified 401(k) Plan.
  Chief Executive Officer Compensation
  Change of Control and Post-Employment Payments
  Involuntary Termination Without Cause 
 6




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##### Table of Contents



Involuntary Termination Following a Change of Control
 Tax Deductibility and Executive Compensation
  COMPENSATION COMMITTEE REPORT
  
 The information contained in this report shall not be deemed to be soliciting material or
filed with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to
the extent that the Company specifically incorporates it by reference into a document filed under
the Securities Act or the Exchange Act.
 7




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##### Table of Contents



EXECUTIVE COMPENSATION
  Summary Compensation Table
 Change inPensionValue andNon-QualifiedNon-Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPrincipal Position
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)
    
    
    ($)(3)
    
    
    ($)
    
    
    ($)(4)
    
    
    ($)Michael D. Rumbolz
    
    
    2007
    
    
    $
    350,000
    
    
    $
    50,000
    
    
    $
    66,796
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    29,323
    
    
    $
    496,119Chief Executive Officer,
    
    
    2006
    
    
    $
    350,000
    
    
    $
    50,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    29,123
    
    
    $
    429,123President & Chairman of
the BoardAndrew Cashin
    
    
    2007
    
    
    $
    250,000
    
    
    $
    
    
    
    $
    143,087
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    5,319
    
    
    $
    398,406Executive Vice President,
    
    
    2006
    
    
    $
    184,616
    
    
    $
    
    
    
    $
    87,434
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    33,504
    
    
    $
    305,554Chief
Financial Officer &
TreasurerJohn F. Glaser
    
    
    2007
    
    
    $
    170,000
    
    
    $
    
    
    
    $
    23,798
    
    
    $
    
    
    
    $
    33,884
    
    
    $
    
    
    
    $
    13,474
    
    
    $
    241,156Executive Vice President
    
    
    2006
    
    
    $
    160,769
    
    
    $
    16,000
    
    
    $
    
    
    
    $
    
    
    
    $
    58,469
    
    
    $
    
    
    
    $
    13,794
    
    
    $
    249,032of Sales & MarketingKatherine W. Bloomfield
    
    
    2007
    
    
    $
    150,000
    
    
    $
    
    
    
    $
    23,798
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    10,856
    
    
    $
    184,654Chief Information Officer
    
    
    2006
    
    
    $
    146,615
    
    
    $
    12,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    11,279
    
    
    $Zev E. Kaplan
    
    
    2007
    
    
    $
    125,000
    
    
    $
    
    
    
    $
    11,902
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    33,550
    
    
    $
    170,452General Counsel
    
    
    2006
    
    
    $
    125,000
    
    
    $
    18,500
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    34,482
    
    
    $
    177,982
 
 (1)
    
    The bonus for Mr. Rumbolz is a guaranteed payment for fiscal year 2005 and 2006 performance per his original employment agreement paid in fiscal year 2006 and 2007, respectively. The bonuses for Mr. Glaser, Ms. Bloomfield, and Mr. Kaplan are discretionary bonuses for fiscal year 2005 performance paid in fiscal year 2006.(2)
    
    The amounts reported in this column represent expense recognized in 2007 for restricted
stock award grants, calculated in accordance with Financial Accounting Standards Board
Statement No. 123(R), Share-based Payments and include expense for awards granted in
2007 and prior years. These amounts were determined by multiplying the number of
restricted shares granted by the market price of a share of our common stock on the
date of grant, allocated over the vesting period of the award.(3)
    
    In his capacity as the Executive Vice President of Sales & Marketing, Mr. Glaser was
the only executive eligible to participate in the sales commission program per his
employment agreement. The plan is designed to promote profitable growth of the Company
by providing commission payments based on (i) achievement of gross profit dollars, (ii)
gross profit margin percent, and (iii) term of contract.(4)
    
    The amounts represent the following: 
    
    Mr. Rumbolz: $9,000 in automobile allowance, $11,323 in Company paid medical,
accidental death & disability, life, long-term disability, and dental premiums, and
$9,000 in 401(k) contributions made on his behalf;
    
    Mr. Cashin: $5,319 in Company paid medical, accidental death & disability, life,
long-term disability, and dental premiums;
    
    Mr. Glaser: $5,319 in Company paid medical, accidental death & disability, life,
long-term disability, and dental premiums, and $8,155 in 401(k) contributions made on
his behalf;
    
    Ms. Bloomfield: $5,319 in Company paid medical, accidental death & disability, life,
long-term disability, and dental premiums, and $5,960 in 401(k) contributions made on
her behalf; Mr. Clifford: $1,000 in automobile allowance, $1,330 in Company paid
medical, accidental death & disability, life, long-term disability, and dental
premiums, and $78,222 in consulting fees paid for Mr. Cliffords post-termination
consulting arrangement with the Company; and
    
    Mr. Kaplan: $24,000 in administrative reimbursement to Zev E. Kaplan Ltd, Mr.
Kaplans professional law corporation, $5,319 in Company paid medical, accidental death
& disability, life, long-term disability, and dental premiums, and $4,231 in 401(k)
contributions made on his behalf.
 8




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Employment Agreements
      9




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##### Table of Contents



Grants of Plan-Based Awards
  Grants of Plan-based Awards
 All Other
    
    All OtherStock
    
    Option
    
    ExerciseAwards:
    
    Awards:
    
    or Base
    
    Grant DateEstimated Future Payouts
    
    Estimated Future Payouts
    
    Number of
    
    Number of
    
    Price of
    
    Fair ValueUnder Non-Equity
    
    Under Equity Incentive
    
    Shares
    
    Securities
    
    Option
    
    of StockIncentive Plan Awards
    
    Plan Awards
    
    of Stock
    
    Underlying
    
    Awards
    
    andGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or Units
    
    Options
    
    ($/Share)
    
    OptionName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (2)
    
    AwardsMichael D. Rumbolz
    
    
    3/6/2007
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,000
    (1)
    
    
    
    
    
    $
    5.03
    
    
    $
    326,950Andrew Cashin
    
    
    6/6/2007
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    $
    6.30
    
    
    $
    157,500John F. Glaser
    
    
    6/6/2007
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    $
    6.30
    
    
    $
    126,000Katherine W. Bloomfield
    
    
    6/6/2007
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    $
    6.30
    
    
    $
    126,000Zev E. Kaplan
    
    
    6/6/2007
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    $
    6.30
    
    
    $
    63,000
 
 (1)
    
    In conjunction with his employment as Chief Executive Officer,
President, and Chairman of the Board, Mr. Rumbolz was granted 65,000
shares of restricted stock at a price of $5.03 per share on March 6,
2007.(2)
    
    Grant price of restricted stock award is equal to the closing price of
our common stock on the date of grant. Outstanding Equity Awards at Fiscal Year-End
  Outstanding Equity Awards at Fiscal Year-end
 Option Awards
    
    Stock AwardsEquity
    
    EquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    IncentiveIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    Plan Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Market orAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Unearned
    
    Payout ValueNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Shares,
    
    of UnearnedSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Units or
    
    Shares, UnitsUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Other
    
    or OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock That
    
    Stock That
    
    Rights That
    
    Rights ThatOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have Not(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable(1)
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)(2)
    
    (#)
    
    ($)Michael D. Rumbolz
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    $
    7.45
    
    
    
    12/22/2014
    
    
    
    65,000
    (3)
    
    $
    287,300
    
    
    
    
    
    
    $
    Andrew Cashin
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    33,334
    (4)
    
    $
    147,336
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    25,000
    (5)
    
    $
    110,500
    
    
    
    
    
    
    $
    John F. Glaser
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    7.69
    
    
    
    6/6/2015
    
    
    
    20,000
    (6)
    
    $
    88,400
    
    
    
    
    
    
    $
    Katherine W. Bloomfield
    
    
    70,000
    
    
    
    
    
    
    
    
    
    
    $
    8.05
    
    
    
    8/1/2015
    
    
    
    20,000
    (6)
    
    $
    88,400
    
    
    
    
    
    
    $
    Zev E. Kaplan
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    $
    7.70
    
    
    
    3/15/2015
    
    
    
    10,000
    (7)
    
    $
    44,200
    
    
    
    
    
    
    $
    
 10




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##### Table of Contents



(1)
    
    On December 31, 2005, the Company accelerated the vesting of all outstanding stock
option grants for all employees so that all options were fully exercisable.(2)
    
    Value is based on the closing price of our common stock of $4.42 on December 31, 2007.(3)
    
    Consists of 65,000 shares of restricted stock that vest 16,250 on the first, second,
third, and fourth anniversary of the grant date.(4)
    
    Consists of 50,000 shares of restricted stock that vest 16,666 on the first
anniversary of the grant date and 16,667 on the second and third anniversary of the
grant date.(5)
    
    Consists of 25,000 shares of restricted stock that vest 8,334 on the first
anniversary of the grant date and 8,333 on the second and third anniversary of the
grant date.(6)
    
    Consists of 20,000 shares of restricted stock that vest 6,667 on the first and second
anniversary of the grant date and 6,666 on the third anniversary of the grant date.(7)
    
    Consists of 10,000 shares of restricted stock that vest 3,334 on the first
anniversary of the grant date and 3,333 on the second and third anniversary of the
grant date. Option Exercises and Stock Vested
  Nonqualified Deferred Compensation
  Potential Post-Employment Payment Calculations
   Mr. Michael Rumbolz
  InvoluntaryExecutive Benefits and
    
    
    
    
    
    Not for Cause
    
    
    For Cause
    
    
    Death orPayments Upon Termination(1)
    
    Resignation(2)
    
    
    Termination(3)
    
    
    Termination
    
    
    DisabilityCompensation:Base Salary
    
    $
    57,534
    
    
    $
    412,329
    
    
    $
    
    
    
    $
    Short-Term Incentive(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long-Term Incentives:
    
    
    Unvested Restricted Stock
    
    
    
    (5)
    
    
    287,300
    (6)
    
    
    
    
    
    
    287,300
    (6)Benefits and Perquisites:Automobile(7)
    
    
    1,500
    
    
    
    10,603
    
    
    
    
    
    
    
    Health Care
    
    
    1,861
    
    
    
    13,339
    
    
    
    
    
    
    
    Accrued Vacation Pay(8)
    
    
    13,462
    
    
    
    26,924
    
    
    
    
    
    
    
    Total
    
    $
    74,357
    
    
    $
    750,495
    
    
    $
    
    
    
    $
    287,300
 11




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##### Table of Contents



(1)
    
    For purposes of this analysis, we assumed the executives base salary equal to be $350,000.(2)
    
    Assumes the Company exercises its right to relieve the executive of the obligation to
perform his duties immediately upon delivery of the executives notice of resignation and
the executive gives exactly 60 days notice of such resignation as required by the
executives employment agreement.(3)
    
    Assumes the executives severance benefit under an involuntary not for cause termination
is equal to the remaining term of the employment agreement base salary, benefits and
perquisites, and accelerated vesting of 65,000 unvested restricted stock awards as of
December 31, 2007. This term would be for a total of 430 days, with the term of the
employment agreement terminating on March 5, 2009.(4)
    
    The executive is entitled to a bonus based, in part, on performance as defined by the
Compensation Committee and the Board of Directors. Upon resignation, involuntary not for
cause termination, or death or disability, the executive or the executives estate would
be entitled to any bonus earned upon the date of a triggering event. The Company has not
set a bonus target. Therefore, a reasonable assumption of the value of a bonus payment can
not be made.(5)
    
    No restricted stock awards will vest within 60 days from the end of the fiscal year
December 31, 2007.(6)
    
    Assumes full vesting of 65,000 of unvested restricted stock at a price per share of $4.42
on the executives assumed date of termination, death, or disability (December 31, 2007).(7)
    
    Under a resignation, the value of the automobile allowance is calculated as $750 per
month. Under an involuntary not for cause termination, the value is calculated as $750
per month prorated over the remaining term of the employment agreement of 430 days.(8)
    
    The value of these vacation days is calculated as the executives annual salary of
$350,000 divided by the weeks in a year (52) multiplied by the total number of accrued
vacation weeks (2). Where the executives contract includes a partial year, the number of
vacation weeks accrued is assumed to be the full 2 weeks as provided for by the employment
agreement. Mr. Andrew Cashin
 InvoluntaryExecutive Benefits and
    
    
    
    
    
    Not for Cause
    
    
    For Cause
    
    
    Death orPayments Upon Termination(1)
    
    Resignation(2)
    
    
    Termination(3)
    
    
    Termination
    
    
    DisabilityCompensation:Base Salary
    
    $
    41,096
    
    
    $
    306,164
    
    
    $
    
    
    
    $
    Short-Term Incentive(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long-Term Incentives:Unvested
Restricted Stock
    
    
    
    (5)
    
    
    147,336
    (6)
    
    
    
    
    
    
    147,336
    (6)Benefits and Perquisites:Health Care
    
    
    874
    
    
    
    6,514
    
    
    
    
    
    
    
    Accrued Vacation Pay(7)
    
    
    19,231
    
    
    
    38,462
    
    
    
    
    
    
    
    Total
    
    $
    61,201
    
    
    $
    498,476
    
    
    $
    
    
    
    $
    147,336
 12




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##### Table of Contents



(1)
    
    For purposes of this analysis, we assumed the executives base salary equal to be $250,000.(2)
    
    Assumes the Company exercises its right to relieve the executive of the obligation to
perform his duties immediately upon delivery of the executives notice of resignation and
the executive gives exactly 60 days notice of such resignation as required by the
executives employment agreement.(3)
    
    Assumes the executives severance benefit under an involuntary not for cause termination
is equal to the remaining term of the employment agreement base salary, benefits and
perquisites, and accelerated vesting of 33,334 unvested restricted stock awards as of
December 31, 2007. This term would be for a total of 447 days, with the term of the
employment agreement terminating on March 22, 2009.(4)
    
    The executive is entitled to a bonus based, in part, on performance as defined by the
Compensation Committee and the Board of Directors. Upon resignation, involuntary not for
cause termination, or death or disability, the executive or the executives estate would
be entitled to any bonus earned upon the date of a triggering event. The Company has not
set a bonus target and has not yet paid a bonus to the executive since commencement of
employment. Therefore, a reasonable assumption of the value of a bonus payment can not be
made.(5)
    
    No restricted stock awards will vest within 60 days from the end of the fiscal year
December 31, 2007.(6)
    
    Assumes full vesting of 33,334 of unvested restricted stock at a price per share of $4.42
on the executives assumed date of termination, death, or disability (December 31, 2007).(7)
    
    The value of these vacation days is calculated as the executives annual salary of
$250,000 divided by the weeks in a year (52) multiplied by the total number of accrued
vacation weeks (4). Where the executives contract includes a partial year, the number of
vacation weeks accrued is assumed to be the full 4 weeks as provided for by the employment
agreement. Mr. John F. Glaser
 InvoluntaryExecutive Benefits and
    
    Voluntary
    
    
    Not for Cause
    
    
    For Cause
    
    
    Death orPayments Upon Termination(1)
    
    Termination(2)
    
    
    Termination(2)
    
    
    Termination
    
    
    DisabilityCompensation:Base Salary
    
    $
    13,973
    
    
    $
    13,973
    
    
    $
    
    
    
    $
    Short-Term Incentive(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long-Term Incentives:Unvested
Restricted Stock:
    
    
    
    (4)
    
    
    88,400
    (5)
    
    
    
    
    
    
    88,400
    (5)Benefits and Perquisites:Health Care
    
    
    437
    
    
    
    437
    
    
    
    
    
    
    
    Accrued Vacation Pay(6)
    
    
    13,077
    
    
    
    13,077
    
    
    
    
    
    
    
    Total
    
    $
    27,487
    
    
    $
    115,887
    
    
    $
    
    
    
    $
    88,400
 
 (1)
    
    For purposes of this analysis, we assumed the executives base salary equal to be $170,000.(2)
    
    As the executive is an at-will employee due to expiration of his employment agreement,
assumes the executive gives exactly 30 days notice of a resignation or, under an
involuntary not for cause termination, assumes the Company provides 30 days notice to the
executive.(3)
    
    The executive is entitled to a bonus based, in part, on performance as defined by the
Compensation Committee and the Board of Directors. Upon resignation, involuntary not for
cause termination, or death or disability, the executive or the executives estate would
be entitled to any bonus earned upon the date of a triggering event. The Company has not
set a bonus target. Therefore, a reasonable assumption of the value of a bonus payment can
not be made.(4)
    
    No restricted stock awards will vest within 60 days from the end of the fiscal year
December 31, 2007. 13




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##### Table of Contents



(5)
    
    Assumes full vesting of 20,000 of unvested restricted stock at a price per share of $4.42
on the executives assumed date of termination, death, or disability (December 31, 2007).(6)
    
    The value of these vacation days is calculated as the executives annual salary of
$170,000 divided by the weeks in a year (52) multiplied by the total number of accrued
vacation weeks (4). Ms. Katherine W. Bloomfield
 InvoluntaryExecutive Benefits and
    
    Voluntary
    
    
    Not for Cause
    
    
    For Cause
    
    
    Death orPayments Upon Termination(1)
    
    Termination(2)
    
    
    Termination(2)
    
    
    Termination
    
    
    DisabilityCompensation:Base Salary
    
    $
    12,329
    
    
    $
    12,329
    
    
    $
    
    
    
    $
    Short-Term Incentive(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long-Term Incentives:Unvested
Restricted Stock:
    
    
    
    (4)
    
    
    88,400
    (5)
    
    
    
    
    
    
    88,400
    (5)Benefits and Perquisites:Health Care
    
    
    437
    
    
    
    437
    
    
    
    
    
    
    
    Accrued Vacation Pay(6)
    
    
    11,538
    
    
    
    11,538
    
    
    
    
    
    
    
    Total
    
    $
    24,304
    
    
    $
    112,704
    
    
    $
    
    
    
    $
    88,400
 
 (1)
    
    For purposes of this analysis, we assumed the executives base salary equal to be $150,000.(2)
    
    As the executive is an at-will employee due to expiration of her employment agreement,
assumes the executive gives exactly 30 days notice of a resignation or, under an
involuntary not for cause termination, assumes the Company provides 30 days notice to the
executive.(3)
    
    The executive is entitled to a bonus based, in part, on performance as defined by the
Compensation Committee and the Board of Directors. Upon resignation, involuntary not for
cause termination, or death or disability, the executive or the executives estate would
be entitled to any bonus earned upon the date of a triggering event. The Company has not
set a bonus target. Therefore, a reasonable assumption of the value of a bonus payment can
not be made.(4)
    
    No restricted stock awards will vest within 60 days from the end of the fiscal year
December 31, 2007.(5)
    
    Assumes full vesting of 20,000 of unvested restricted stock at a price per share of $4.42
on the executives assumed date of termination, death, or disability (December 31, 2007).(6)
    
    The value of these vacation days is calculated as the executives annual salary of
$150,000 divided by the weeks in a year (52) multiplied by the total number of accrued
vacation weeks (4). Mr. Zev E. Kaplan
 InvoluntaryExecutive Benefits and
    
    Voluntary
    
    
    Not for Cause
    
    
    For Cause
    
    
    Death orPayments Upon Termination(1)
    
    Termination(2)
    
    
    Termination(2)
    
    
    Termination
    
    
    DisabilityCompensation:Base Salary
    
    $
    10,274
    
    
    $
    10,274
    
    
    $
    
    
    
    $
    Short-Term Incentive(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long-Term Incentives:Unvested
Restricted Stock:
    
    
    
    (4)
    
    
    44,200
    (5)
    
    
    
    
    
    
    44,200
    (5)Benefits and Perquisites:Administration(6)
    
    
    2,000
    
    
    
    2,000
    
    
    
    
    
    
    
    Health Care
    
    
    437
    
    
    
    437
    
    
    
    
    
    
    
    Accrued Vacation Pay(7)
    
    
    9,615
    
    
    
    9,615
    
    
    
    
    
    
    
    Total
    
    $
    22,326
    
    
    $
    66,526
    
    
    $
    
    
    
    $
    44,200
 14




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##### Table of Contents



(1)
    
    For purposes of this analysis, we assumed the executives base salary equal to be $125,000.(2)
    
    As the executive is an at-will employee due to expiration of her employment agreement,
assumes the executive gives exactly 30 days notice of a resignation or, under an
involuntary not for cause termination, assumes the Company provides 30 days notice to the
executive.(3)
    
    The executive is entitled to a bonus based, in part, on performance as defined by the
Compensation Committee and the Board of Directors. Upon resignation, involuntary not for
cause termination, or death or disability, the executive or the executives estate would
be entitled to any bonus earned upon the date of a triggering event. The Company has not
set a bonus target. Therefore, a reasonable assumption of the value of a bonus payment can
not be made.(4)
    
    No restricted stock awards will vest within 60 days from the end of the fiscal year
December 31, 2007.(5)
    
    Assumes full vesting of 10,000 of unvested restricted stock at a price per share of $4.42
on the executives assumed date of termination, death, or disability (December 31, 2007).(6)
    
    Represents $2,000 per month of administrative reimbursement to Zev E. Kaplan Ltd, Mr.
Kaplans professional law corporation.(7)
    
    The value of these vacation days is calculated as the executives annual salary of
$125,000 divided by the weeks in a year (52) multiplied by the total number of accrued
vacation weeks (4). Director Compensation
  Director Compensation
 FeesEarned
    
    
    
    
    
    
    
    
    
    Non-Equityor Paid
    
    Stock
    
    Option
    
    Incentive Plan
    
    All Otherin Cash
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)Patricia Becker
    
    $
    22,500
    
    
    $
    
    
    
    $
    90,950
    
    
    $
    
    
    
    $
    
    
    
    $
    118,450Patrick Cruzen
    
    $
    22,500
    
    
    $
    
    
    
    $
    90,950
    
    
    $
    
    
    
    $
    
    
    
    $
    118,450Don Kornstein(2)
    
    $
    22,500
    
    
    $
    
    
    
    $
    90,950
    
    
    $
    
    
    
    $
    
    
    
    $
    118,450Donald Snyder
    
    $
    22,500
    
    
    $
    
    
    
    $
    90,950
    
    
    $
    
    
    
    $
    
    
    
    $
    118,450
 
 (1)
    
    Upon their re-election to the Board of Directors, Ms. Becker, Mr.
Cruzen, Mr. Kornstein and Mr. Snyder were granted 25,000 stock options
each at an exercise price equal to $6.36 on August 28, 2007 with
immediate vesting. The amounts reported in this column represent
expense recognized in 2007 for stock option grants, calculated in
accordance with Financial Accounting Standards Board Statement No.
123(R), Share-based Payments. These amounts were determined using
the Black-Scholes methodology.(2)
    
    Former director whose term ended on January 30, 2008. 15




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
   Common Stock Beneficially OwnedNumber of
    
    
    Percent ofName and Address of Beneficial Owner
    
    Shares(1)
    
    
    Class(2)Michael D. Rumbolz(3)
    
    
    445,000
    
    
    
    2.4
    %7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139Andrew Cashin
    
    
    100,000
    
    
    
    *7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139John Glaser(6)
    
    
    120,000
    
    
    
    *7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139Zev Kaplan(7)
    
    
    130,000
    
    
    
    *7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139Katherine Bloomfield(8)
    
    
    90,000
    
    
    
    *7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139Patrick R. Cruzen(9)
    
    
    171,000
    
    
    
    *7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139Donald D. Snyder(10)
    
    
    95,000
    
    
    
    *7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139Patricia W. Becker(11)
    
    
    85,000
    
    
    
    *7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139David B. Williams(13)
    
    
    984,597
    
    
    
    5.3
    %860 Canal Street, 3rd Floor
Stamford, CT 06902
 16




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##### Table of Contents



Common Stock Beneficially OwnedNumber of
    
    
    Percent ofName and Address of Beneficial Owner
    
    Shares(1)
    
    
    Class(2)Bridger Management, LLC(14)
    
    
    1,078,100
    
    
    
    5.8
    %101 Park Avenue  48th Floor
New York, NY 10178Baron Capital Group, Inc.(15)
    
    
    1,000,000
    
    
    
    5.4
    %767 Fifth Avenue
New York, NY 10153AG Asset Management(16)
    
    
    1,148,306
    
    
    
    6.2
    %245 Park Avenue, 42nd Floor
New York, NY 10167NorthPointe
Capital, LLC(17)
    
    
    946,840
    
    
    
    5.2
    %3201 West
County Road 42 #106
Burnsville, MN 55306Gilder, Gagnon, Howe & Co. LLC(18)
    
    
    1,096,474
    
    
    
    5.9
    %1775 Broadway, 26th Floor
New York, NY 10019Morgan Stanley(19)
    
    
    1,458,263
    
    
    
    7.9
    %1585 Broadway
New York, NY 10036CCM Master Qualified Fund, Ltd.(20)
    
    
    1,070,272
    
    
    
    5.8
    %One North Wacker Drive, Suite 4350
Chicago, IL 60606William Blair & Company, LLC(21)
    
    
    1,295,961
    
    
    
    7.0
    %222 W. Adams
Chicago, IL 60606All current directors and executive officers as a group (9 people)(22)
    
    
    1,291,000
    
    
    
    *
 
 *
    
    Less than one percent.(1)
    
    Except as otherwise noted below, each of the persons identified above
has sole voting and investment power over the shares of common stock
shown as beneficially owned, subject to community property laws where
applicable.(2)
    
    Shares of common stock issuable upon the exercise of stock options
exercisable within 60 days of April 9, 2007 are deemed outstanding
for computing the percentage of the person holding such securities
but are not deemed outstanding for computing the percentage of any
other person.(3)
    
    Includes 300,000 shares which may be purchased by Mr. Rumbolz upon
the exercise of currently exercisable options and 80,000 shares held
by the Rumbolz Trust of which Mr. and Mrs. Rumbolz are trustees with
voting power.(6)
    
    Relates to 100,000 shares which may be purchased by Mr. Glaser upon
the exercise of currently exercisable options.(7)
    
    Relates to 120,000 shares which may be purchased by Mr. Kaplan upon
the exercise of currently exercisable options.(8)
    
    Relates to 70,000 shares which may be purchased by Ms. Bloomfield
upon the exercise of currently exercisable options.(9)
    
    Includes 145,000 shares which may be purchased by Mr. Cruzen upon the
exercise of currently exercisable options.(10)
    
    Includes 60,000 shares which may be purchased by Mr. Snyder upon the
exercise of currently exercisable options.(11)
    
    Relates to 60,000 shares which may be purchased by Ms. Becker upon
the exercise of currently exercisable options.(12)
    
    Relates to 30,000 shares which may be purchased by Mr. Kornstein upon
the exercise of currently exercisable options. 17




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##### Table of Contents



(13)
    
    Based on a Schedule 13G filed with the SEC on March 13, 2008, showing
shares owned as of December 31, 2007. According to this Schedule 13G,
as of December 31, 2007, David B. Williams had shared voting and
dispositive power over 984,597 shares.(14)
    
    Based on a Schedule 13G filed with the SEC on February 13, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, Bridger Management, LLC
(Bridger) and Roberto Mignone, the managing member of Bridger, had
shared dispositive power over 1,078,100 shares and shared voting
power over 1,078,100 of the same shares.(15)
    
    Based on a Schedule 13G filed with the SEC on February 14, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, Baron Capital Group, Inc.,
BAMCO, Inc., Baron Small Cap Fund, and Ronald Baron had shared voting
and dispositive power over 1,000,000 shares.(16)
    
    Based on a Schedule 13G filed with the SEC on January 9, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, AG Asset Management LLC, a
registered investment advisor, had sole voting and dispositive power
over 1,053,504 shares held in clients accounts.(17)
    
    Based on a Schedule 13G filed with the SEC on February 14, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, NorthPointe Capital,
LLC, a registered investment advisor, had sole voting and dispositive
power over 383,130 shares and 946,840 shares, respectively, held
in clients accounts.(18)
    
    Based on a Schedule 13G filed with the SEC on February 6, 2008,
showing shares owned as of December 31, 2007.(19)
    
    Based on a Schedule 13G filed with the SEC on February 14, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, Morgan Stanley and FrontPoint
Partners, LLC had shared voting and dispositive power over 1,458,263
shares.(20)
    
    Based on a Schedule 13G filed with the SEC on February 14, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, CCM Master Qualified Fund,
Ltd., Coghill Capital Management, L.L.C. and Clint D. Coghill had
shared voting and dispositive power over 1,070,272 shares.(21)
    
    Based on a Schedule 13G filed with the SEC on January 9, 2008,
showing shares owned as of December 31, 2007.(22)
    
    Includes 985,000 shares which may be purchased by such current
directors and executive officers upon exercise of currently
exercisable options. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Transactions with Related Persons
   18




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##### Table of Contents



Director Independence
  
 Item 14. Principal Accountant Fees and Services
  Type of Fees
    
    2007
    
    
    2006Audit Fees
    
    $
    544,496
    
    
    $
    465,529Audit-Related Fees
    
    
    4,125
    
    
    
    3,850Tax Fees
    
    
    25,140
    
    
    
    33,800All Other Fees
    
    
    
    
    
    
    Total
    
    $
    573,761
    
    
    $
    502,909
   19




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 List of Exhibits.
 Exhibit No.
    
    Description31.1
    
    Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act 200231.2
    
    Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act 2002
 20




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##### Table of Contents



Cash Systems, Inc.By:
    /s/ Michael D. RumbolzMichael D. RumbolzChief Executive Officer and   DATE: April 29, 2008
    /s/ Michael D. RumbolzMichael D. RumbolzChief Executive Officer and Director
(Principal executive officer)DATE: April 29, 2008
    /s/ Andrew CashinAndrew CashinChief Financial Officer
(Principal financial and accounting officer)DATE: April 29, 2008
    /s/ Patrick R. CruzenPatrick R. CruzenDirectorDATE: April 29, 2008
    /s/ Patricia W. BeckerPatricia W. BeckerDirectorDATE: April 29, 2008
    /s/ Donald D. SnyderDonald D. SnyderDirector 21