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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 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

Bally Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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Amount Previously Paid:
        
 
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LOGO

6601 South Bermuda Road
Las Vegas, Nevada 89119



SUPPLEMENT TO PROXY STATEMENT

FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 7, 2010



        This proxy statement supplement, dated November 24, 2010, supplements the proxy statement (the "Proxy Statement") filed with the Securities and Exchange Commission on October 22, 2010 relating to the 2010 Annual Meeting of Stockholders (the "Meeting") of Bally Technologies, Inc. ("Bally") to be held on Tuesday, December 7, 2010 at 11:00 a.m., local time, at Bally's principal executive offices, 6601 South Bermuda Road, Las Vegas, Nevada 89119. The purpose of this supplement is to provide information regarding changes in the proposed amendment to Bally's 2010 Long-Term Incentive Plan (the "2010 LTIP") described in Proposal No. 2 in the Proxy Statement and included as Appendix B thereto. Except as described in this supplement the information provided in the Proxy Statement continues to apply. To the extent information in this supplement differs from or updates information contained in the Proxy Statement, the information in this supplement controls.

        The proposed amendment outlined in Proposal No. 2 in the Proxy Statement provided for the following changes: (i) an increase in the number of shares available for issuance pursuant to awards granted under the 2010 LTIP by 3,900,000, (ii) the inclusion of a "fungible" share limit whereby shares which are subject to grants of restricted stock or restricted stock units ("RSUs") shall count against the overall share limit as 1.75 shares for every share granted and (iii) that any shares which are subject to grants of restricted stock or RSUs made following the Meeting that again become available for grants are added back as 1.75 shares for every share granted.

        On November 24, 2010, Bally's Board of Directors approved the following revisions to the proposed amendment to the 2010 LTIP:

The share increase and the changes related to the fungible share limit are the only changes to the 2010 LTIP contemplated by the proposed amendment, as revised. A copy of the proposed amendment, marked to reflect all changes approved by the Board of Directors on November 24, 2010 (deleted text noted by strikethrough and new text noted by underline), is attached to this supplement as Appendix A.

        To be adopted, the proposal to amend the 2010 LTIP as set forth in the proposed amendment, as revised, must receive the affirmative vote of a majority of the shares of common stock present in person or by proxy at the Meeting and entitled to vote. Abstentions have the effect of a vote "against" the proposal while broker non-votes will have no effect.

        The Board of Directors recommends that stockholders vote "FOR"
the amendment of the 2010 LTIP.


        Stockholders who have not yet voted should use the proxy or voting instruction card included with the Proxy Statement. For stockholders who have voted, a vote in favor of the proposed amendment will be counted as a vote in favor of the proposed amendment, as revised, and a vote against the proposed amendment will be counted as a vote against the proposed amendment, as revised, unless, in each case, the original vote is revoked by the stockholder. Therefore, no further action is required if a stockholder has previously voted on the amendment to the 2010 LTIP unless a stockholder desires to change its vote. A proxy may be revoked at any time before it has been voted by filing with Bally's Corporate Secretary an instrument revoking the proxy, by submitting a substitute proxy bearing a later date, or by voting in person at the Meeting.

Important Notice Regarding Availability of Proxy Materials for the Stockholder Meeting
to be Held on December 7, 2010. The Proxy Statement, this supplement and the annual report to
security holders are available at www.ballytech.com/2010proxy



Appendix A


AMENDMENT TO THE
BALLY TECHNOLOGIES, INC.
2010 LONG TERM INCENTIVE PLAN

1.
That the first sentence of section 3 of the Bally Technologies, Inc. 2010 Long Term Incentive Plan (the "Plan") is amended by replacing 12,050,000 with 15,950,00015,050,000, so that the first sentence of section 3, as amended, reads in its entirety as follows:
2.
That a new sentence be added to section 3 of the Plan, immediately following the first sentence under the heading "Limitation on Number of Shares," that reads in its entirety as follows:
3.
That the second to last sentence of section 3 of the Plan under the heading "Limitation on Number of Shares" is amended by adding a proviso, so that the second to last sentence of section 3, as amended, reads in its entirety as follows:
4.
That the fourth sentence of section 14 of the Plan shall be deleted in its entirety.



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AMENDMENT TO THE BALLY TECHNOLOGIES, INC. 2010 LONG TERM INCENTIVE PLAN