**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K/A**

**AmendmentNo. 1**

 
| **(Mark one)** |
|----------------|
| **ý**     | **Annual  report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  for the fiscal year ended October 31, 2002, or** |
|           |   |
| **o**          | **Transition  report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |

 

**Commission File No. (0-20820)**

 

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**SHUFFLE MASTER, INC.**

(Exact name of registrantas specified in its charter)

 

| **Minnesota**                                                    |   | **41-1448495**                        |
|------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                             |   |                                  |
| **1106 Palms Airport Drive  Las Vegas, Nevada**                  |   | **89119**                             |
| (Address of principal  executive offices)                        |   | (Zip Code)                            |
|                                                             |   |                                  |
| **702-897-7150**                                                 |
| (Registrant’s telephone  number, including area code)       |

 

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Securities registeredpursuant to Section 12 (b) of the Act:  **None**

Securities registeredpursuant to Section 12 (g) of the Act:

**CommonStock, par value $.01 per share**

 

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Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15 (d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 Yes  ý                       No  o

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by referencein Part III of this Form 10-K or any amendment to this Form 10-K.  ý

 

As of January 27,2003, 16,859,728 shares of Common Stock of the registrant wereoutstanding.  The aggregate market valueof Common Stock beneficially owned by non-affiliates on that date was$295,100,000 based upon the last reported sale price of the Common Stock atthat date by The NASDAQ Stock Market.

 

 

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**TABLE OFCONTENTS**

** **
| **Part IV**                     |
|---------------------------------|
|                            |   |
| Item    15. | Exhibits,  Financial Statement Schedules and Reports on Form 8-K |
|                            |   |
| Signatures                      |   |
|                            |   |
| Certifications                  |   |

 

### **EXPLANATORY NOTE**

 

This Amendment No.1 to the Registrant’s Annual Report on Form 10-K for the year endedOctober 31, 2002 is being filed solely to move the certifications under Section906 of Sarbanes-Oxley Act of 2002 to separate exhibits Nos. 99.1 and 99.2. Nofurther changes have been made to the previously filed Form 10-K.

 

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### **PARTIV**

 
| **ITEM 15.** | **EXHIBITS, FINANCIAL STATEMENT  SCHEDULES AND REPORTS ON FORM 8-K** |
|--------------|----------------------------------------------------------------------|
|         |                                                                 |   |   |
| (a)          |                                                                 | 1. | Financial Statements |
|         |                                                                 |   |   |
|         |                                                                 |   | See index to consolidated financial statements  included as Item 8 to this annual report. |
|         |                                                                 |   |   |
|         |                                                                 | 2. | Financial Statement Schedules |
|         |                                                                 |   |   |
|         |                                                                 |   | All financial statement schedules are omitted as the  required information is inapplicable or the information is presented in the  consolidated financial statements or related notes. |
|         |                                                                 |   |   |
|         |                                                                 | 3. | Management Contracts, Compensatory Plans and  Arrangements |
|         |
|         |                                                                 | Management contracts, compensatory plans and  arrangements are listed as exhibits 10.13 through 10.16 included in Item  15(c) of this annual report. |
|         |
| (b)          |                                                                 | Reports on Form 8-K |
|         |
|         |                                                                 | No reports on Form 8-K were filed by the Registrant  during the quarter ended October 31, 2002. |
|         |
| (c)          |                                                                 | Exhibits |
|         |                                                                 |   |   |
|         |                                                                 | 3.2 | Articles of Incorporation of Shuffle Master, Inc. as  amended July 15, 1992, and June 23, 1995 (Incorporated by reference to  exhibit 3.2 in the Company’s Report on Form 10-K for the year ended October  31, 1995). |
|         |                                                                 |   |   |
|         |                                                                 | 3.3 | Bylaws of Shuffle Master, Inc., as amended and  restated (Incorporated by reference to exhibit 3.2 in the Company’s Quarterly  Report on Form 10-Q for the quarter ended July 31, 2002). |
|         |                                                                 |   |   |
|         |                                                                 | 3.4 | Articles of Amendment of Articles of Incorporation  of Shuffle Master, Inc. dated October 26, 2000 (Incorporated by reference to  exhibit 3.3 in the Company’s Report on Form 10-K for the year ended October  31, 2000). |
|         |                                                                 |   |   |
|         |                                                                 | 3.5 | Articles of Amendment to the Articles of  Incorporation of Shuffle Master, Inc. dated June 6, 2001 (Incorporated by  reference to exhibit 10.28 in the Company’s Report on Form 10-Q for the  quarter ended July 31, 2001). |
|         |                                                                 |   |   |
|         |                                                                 | 10.1 | Shuffle Master, Inc. 1993 Stock Option Plan  (Incorporated by reference to exhibit 10.8 in the Company’s Registration  Statement No. 33-72224 on Form SB-2). |
|         |                                                                 |   |   |
|         |                                                                 | 10.2 | Amendment to the Shuffle Master, Inc. 1993 Stock  Option Plan dated September 30, 1995 (Incorporated by reference to exhibit  10.20 in the Registrant’s Registration Statement No. 333-39060 on Form S-8). |
|         |                                                                 |   |   |
|         |                                                                 | 10.3 | Amendment to the Shuffle Master, Inc. 1993 Stock  Option Plan dated December 9, 1995 (Incorporated by reference to exhibit  10.21 in the Registrant’s Registration Statement No. 333-39060 on Form S-8). |
|         |                                                                 |   |   |
|         |                                                                 | 10.4 | Amendment to the Shuffle Master, Inc. 1993 Stock  Option Plan dated March 29, 1996 (Incorporated by reference to exhibit 10.22  in the Registrant’s Registration Statement on No. 333-39060 Form S-8). |
|         |                                                                 |   |   |
|         |                                                                 | 10.5 | Amendment to the Shuffle Master, Inc. 1993 Stock  Option Plan dated March 19, 1998 (Incorporated by reference to exhibit 10.23  in the Registrant’s Registration Statement No. 333-39060 on Form S-8). |
|         |                                                                 |   |   |   |
|         |                                                                 | 10.6 | Amendment to the Shuffle Master, Inc. 1993 Stock  Option Plan dated October 26, 1998 (Incorporated by reference to exhibit  10.24 in the Registrant’s Registration Statement No. 333-39060 on Form S-8). |
|         |                                                                 |   |   |   |
|         |                                                                 | 10.7 | Amendment to the Shuffle Master, Inc. 1993 Stock  Option Plan dated March 17, 1999 (Incorporated by reference to exhibit 10.25  in the Registrant’s Registration Statement No. 333-39060 on Form S-8). |

 

1

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|   |   | 10.8   | Amendment to the Shuffle Master, Inc. 1993 Stock  Option Plan, approved by the shareholders on March 22, 2001, (Incorporated by  reference to the exhibit 10.8 in the Registrant’s Registration Statement No.  333-39060 on Form S-8).                                                               |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.9   | Shuffle Master, Inc. Restated Outside Directors’  Option Plan dated January 24, 2002 (Incorporated by reference to Exhibit  10.32 in the Company’s Annual Report on Form 10-K for the year ended October  31, 2001).                                                                            |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.10  | Shuffle Master, Inc. 2002 Stock Option Plan (Incorporated  by reference to Exhibit B in the Company’s Proxy Statement dated February 11,  2002).                                                                                                                                                     |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.11  | Amendment to the Shuffle Master, Inc. 2002 Stock  Option Plan (Incorporated by reference to exhibit 10.33 in the Company’s  Quarterly Report on Form 10-Q for the quarter ended April 30, 2002).                                                                                                     |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.12  | Shareholder Rights Plan dated June 26, 1998  (Incorporated by reference to the Company’s Report on Form 8-K dated June 26,  1998).                                                                                                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.13  | Employment Contract, by and between Shuffle Master, Inc.  and Mark Yoseloff, dated May 1, 2002 (Incorporated by reference to exhibit  10.34 in the Company’s Quarterly Report on Form 10-Q for the quarter ended  April 30, 2002).                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.14  | Covenant not to compete by and between Shuffle  Master, Inc. and Mark L. Yoseloff dated May 1, 2002 (Incorporated by  reference to exhibit 10.35 in the Company’s Quarterly Report on Form 10-Q for  the quarter ended April 30, 2002).                                                              |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.15  | Executive Employment Agreement, by and between  Shuffle Master, Inc. and Joseph J. Lahti, dated September 1, 2001  (confidential treatment requested as to portions) (Incorporated by reference  to Exhibit 10.29 in the Company’s Annual Report on Form 10-K for the year  ended October 31, 2001). |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.16  | Employment Agreement, by and between Shuffle Master,  Inc. and Gary W. Griffin, dated May 22, 2002*.                                                                                                                                                                                                      |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.17  | Revolving Credit Note dated October 31, 2001, by and  between Shuffle Master, Inc. and affiliates and U.S. Bank National  Association*.                                                                                                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.18  | Credit Agreement, dated September 30, 1999, by and  between Shuffle Master, Inc. and affiliates and U.S. Bank National  Association (Incorporated by reference to exhibit 10.10 in the Company’s  Report on Form 10-K for the year ended October 31, 1999).                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                      |   |
|   |   | 10.19  | Security Agreement dated September 30, 1999, by and  between Shuffle Master, Inc. and affiliates and U.S. Bank National  Association (Incorporated by reference to exhibit 10.11 in the Company’s  Report on Form 10-K for the year ended October 31, 1999).                                         |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.20  | First Amendment to Credit Agreement, dated October  31, 2001, by and between Shuffle Master, Inc. and U.S. Bank National  Association*.                                                                                                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.21  | First Amendment to Security Agreement, dated October  31, 2001, by and between Shuffle Master, Inc. and U.S. Bank National Association*.                                                                                                                                                                  |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 10.22  | Maturity Extension Agreement, dated October 31, 2002  by and between Shuffle Master, Inc. and U.S. Bank National Association*.                                                                                                                                                                            |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 21     | Subsidiaries of Registrant*                                                                                                                                                                                                                                                                               |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 23     | Independent Auditors’ Consent*                                                                                                                                                                                                                                                                       |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 99.1   | Certification of Chief Executive Officer Pursuant to Section 902 of  the Sarbanes-Oxley Act of 2002**.                                                                                                                                                                                                    |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|   |   | 99.2   | Certification of Chief Financial Officer Pursuant to Section 902 of  the Sarbanes-Oxley Act of 2002**.                                                                                                                                                                                                    |
|   |   |   |                                                                                                                                                                                                                                                                                                      |
|        |        |        |                                                                                                                                                                                                                                                                                                           |  |

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|   |   | *  | Previously filed |
|--------|--------|----|------------------|
|   |   | ** | Filed herewith   |

 

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### **SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this Amendment No. 1 to Form 10-K to be signed onits behalf by the undersigned, thereunto duly authorized.

 
|                                                         |   | SHUFFLE MASTER, INC.                             |
|--------------------------------------------------------------|--------|--------------------------------------------------|
|                                                         |   |                                             |
|                                                         |   |                                             |
| Dated:       May  2, 2003 | By:    | /s/ Mark L. Yoseloff                             |   |
|                                                         |   | Chairman, Chief Executive Officer and  President |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated:

 
| **Signature**                     |   | **Title**                                          |   | **Date**    |
|-----------------------------------|--------|----------------------------------------------------|--------|-------------|
|                              |   |                                               |   |        |
|   /s/ Mark L. Yoseloff  |   | Chairman, Chief Executive Officer and President    |   | May 2, 2003 |
|   Mark L. Yoseloff      |   |                                               |   |        |
|                              |   |                                               |   |        |
|   /s/ Gerald W. Koslow  |   | Senior Vice President, Chief Financial Officer and |   | May 2, 2003 |
|   Gerald W. Koslow      |   | Secretary                                          |   |        |
|                              |   |                                               |   |        |
|   /s/ Howard P. Liszt   |   | Director                                           |   | May 2, 2003 |
|   Howard P. Liszt       |   |                                               |   |        |
|                              |   |                                               |   |        |
|   /s/ Ken Robson        |   | Director                                           |   | May 2, 2003 |
|   Kenneth J. Robson     |   |                                               |   |        |
|                              |   |                                               |   |        |
|   /s/ Garry W. Saunders |   | Director                                           |   | May 2, 2003 |
|   Garry W. Saunders     |   |                                               |   |        |

 

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**CERTIFICATION**

 

I, Mark L. Yoseloff, certify that:

 

1.                       Ihave reviewed this annual report on Form 10-K, as amended, of Shuffle Master,Inc.;

 

2.                       Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.                       Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report;

 

4.                       Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)      designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisannual report is being prepared;

 

b)     evaluated the effectivenessof the registrant’s disclosure controls and procedures as of a date within 90days     prior to the filing date ofthis annual report (the “Evaluation Date”); and

 

c)      presented in this annualreport our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

 

5.                       Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)      all significant deficienciesin the design or operation of internal controls which could adversely affectthe  registrant’s ability to record,process, summarize and report financial data and have identified for the registrant’sauditors any material weaknesses in internal controls; and

 

b)     any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls; and

 

6.                       Theregistrant’s other certifying officers and I have indicated in this annualreport whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses, and

 
| Date:  May 2,  2003                        |
|-------------------------------------------------|
|                                            |
|                                            |
| /s/ Mark L. Yoseloff                            |   |
| Mark L. Yoseloff                                |
| Chairman, Chief Executive Officer and President |

 

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##### **CERTIFICATION**

 

I, Gerald W. Koslow, certify that:

 

1.                       Ihave reviewed this annual report on Form 10-K, as amended, of Shuffle Master,Inc.;

 

2.                       Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.                       Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report;

 

4.                       Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)      designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisannual report is being prepared;

 

b)  evaluated the effectiveness of the registrant’s disclosure controlsand procedures as of a date within 90 days    prior to the filing date of this annual report (the “Evaluation Date”);and

 

c)      presented in this annualreport our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

 

5.                       Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)      all significant deficienciesin the design or operation of internal controls which could adversely affectthe registrant’s ability to record, process, summarize and report financialdata and have identified for the registrant’s auditors any material weaknessesin internal controls; and

 

b)     any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls; and

 

6.                       Theregistrant’s other certifying officers and I have indicated in this annualreport whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses, and

 

 
| Date:  May 2,  2003                                      |
|---------------------------------------------------------------|
|                                                          |
|                                                          |
| /s/ Gerald W. Koslow                                          |   |
| Gerald W. Koslow                                              |
| Senior Vice President, Chief Financial Officer and  Secretary |

 

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