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 1316, 2014

POKERTEK, INC.

(Exact Name of Registrant as Specified in Its Charter)

North Carolina		000-51572		61-1455265
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1150 Crews Road, Suite F Matthews, North Carolina		28105
(Address of Principal Executive Offices)		(Zip Code)

(704) 849-0860

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Current Report on Form 8-K is filed by PokerTek, Inc., a North Carolina corporation (the “Registrant”), in connection with the items set forth below.

Item 8 1.01~~: Other~~. ~~Events~~Entry into a Material Definitive Agreement.

~~Settlement~~I. ofLoan ~~Certain Litigation~~Agreement

AsOn ~~previously~~July ~~disclosed~~16, ~~PokerTek~~2014, ~~Inc.,~~the Registrant entered into a ~~North~~Promissory ~~Carolina~~Note ~~corporation~~Agreement (the “~~PokerTek~~Note Agreement”), with Multimedia Games, Inc., a Delaware corporation (the “~~Parent~~Noteholder”), ~~and~~pursuant 23to ~~Acquisition~~which ~~Co.,~~the aNoteholder ~~North~~agreed ~~Carolina~~to ~~corporation~~loan ~~and~~to athe ~~wholly~~Registrant ~~owned~~up ~~subsidiary~~to of$400,000 ~~Parent~~between ~~(“23~~July ~~Acquisition”)~~16, ~~entered~~2014 ~~into~~and ~~that~~December ~~certain~~31, ~~Agreement~~2014. ~~and~~The ~~Plan~~terms of ~~Merger,~~the ~~dated~~Note asAgreement ofare ~~April~~summarized ~~29,~~below. ~~2014,~~The ~~(the~~summary ~~“Merger~~is ~~Agreement”),~~qualified ~~pursuant~~in toits ~~which~~entirety ~~Parent~~by ~~agreed~~reference to ~~acquire all of~~ the ~~outstanding~~Note ~~shares~~Agreement ofwhich ~~PokerTek’s~~is ~~common~~filed ~~stock~~as inExhibit an10.1 ~~all~~hereto ~~cash~~to ~~merger~~this ~~(the “Proposed Merger”)~~Report.

AsAdvances. ~~described~~The inRegistrant ~~the~~may ~~Definitive~~request ~~Proxy~~advances ~~Statement,~~up ~~dated~~to ~~June~~an ~~16,~~aggregate ~~2014~~of $400,000 under the ~~heading~~Note ~~“Proposal~~Agreement I:at ~~The~~any ~~Merger~~time -prior ~~Litigation Related~~ to ~~the~~December ~~Merger~~31,” a2014, ~~purported~~which ~~class~~the ~~action~~Noteholder ~~complaint~~is onobligated ~~behalf~~to offund ~~PokerTek’s~~within ~~shareholders~~three ~~was~~(3) ~~filed~~Business onDays ~~May~~(as 9,defined ~~2014~~ in the ~~General~~Note ~~Court~~Agreement) of ~~Justice,~~each ~~Superior~~such ~~Court~~request ~~Division~~provided inthat ~~and~~an ~~for~~Event ~~Mecklenburg County, North Carolina, Case No. 14-CVS-8300, captioned Robert Simmer, on behalf~~ of ~~himself~~Default ~~and~~has ~~all~~not ~~others~~occurred ~~similarly situated, Plaintiff, v. PokerTek, Inc., Multimedia Games Holding Company, Inc., Multimedia Games, Inc., 23 Acquisition Co., James Crawford, Joe Lahti, Lyle Berman, Lou White~~ and ~~Arthur~~is L.then ~~Lomax, Defendants, and an purported amended class action complaint was filed on June 6, 2014 (“Action #1”)~~continuing.

APrepayment. ~~second~~The ~~purported~~Registrant ~~class~~may ~~action~~prepay ~~complaint~~the onloan ~~behalf of PokerTek’s shareholders was filed on May 15, 2014~~ in ~~the~~whole ~~General~~or ~~Court of Justice, Superior Court Division~~ in ~~and~~part ~~for~~at ~~Mecklenburg~~any ~~County,~~time ~~North~~without ~~Carolina, Case No 14-CVS-8911, captioned Jeffrey Weber and James Dabord, individually and on behalf of all others similarly situated, Plaintiff, v~~penalty. PokerTek, Inc., Multimedia Games Holding Company, Inc., Multimedia Games, Inc., 23 Acquisition Co., James Crawford, Joe Lahti, Lyle Berman, Lou White and Arthur L. Lomax, Defendants, and an purported amended class action complaint was filed on June 6, 2014 (“Action #2”).

AMaturity third purported class action complaint on behalf of PokerTek’s shareholders was filed on May 16, 2014 in the General Court of Justice, Superior Court Division in and for Mecklenburg County, North Carolina, Case NoDate. ~~14-CVS-9215,~~The ~~captioned~~aggregate ~~Herald~~unpaid J.principal ~~Stephens, individually~~ and ~~on behalf of~~ all ~~others~~interest ~~similarly~~and ~~situated,~~other asamount ~~Plaintiff,~~payable v.under ~~Mark~~the D.Note ~~Roberson,~~Agreement ~~James~~shall T.be ~~Crawford~~due ~~III,~~on ~~Joseph~~March ~~J. Lahti~~31, ~~Lyle A. Berman~~2014, ~~Gehrig~~subject H.to ~~White,~~acceleration ~~Arthur~~upon L.an ~~Lomax,~~Event ~~PokerTek,~~of ~~Inc~~Default.~~, Multimedia Games, Inc., Multimedia Games Holding Company, Inc. and 23 Acquisition Co., Defendants (“Action #3”).~~

AInterest. ~~fourth~~The ~~purported~~outstanding ~~class~~and ~~action~~unpaid ~~complaint~~principal onamount ~~behalf~~due ofunder ~~PokerTek’s~~the ~~shareholders~~Note ~~was~~Agreement ~~filed~~shall onbear ~~May~~interest ~~19,~~at ~~2014 in~~ the ~~General~~rate ~~Court~~ of ~~Justice,~~five ~~Superior~~(5%) ~~Court~~percent ~~Division~~per inannum and ~~for~~shall ~~Mecklenburg~~be ~~County,~~payable ~~North~~quarterly ~~Carolina,~~in ~~Case No 14-CVS-9271, captioned Luis Lobo, individually and on behalf of all others similarly situated, as Plaintiff, v~~arrears. ~~PokerTek,~~If ~~Inc.,~~any ~~James~~amount ~~Crawford,~~is ~~Joe~~not ~~Lahti,~~paid ~~Lyle~~when ~~Berman~~due, ~~Gehrig~~such ~~White,~~overdue ~~Lee~~amount ~~Lomax,~~shall ~~Mark~~bear ~~Roberson,~~interest ~~Multimedia~~at ~~Games,~~the ~~Inc.~~rate ~~and~~of 23fifteen ~~Acquisition Co., Defendants, and an purported amended class action complaint was filed on June 6, 2014~~ (~~the~~15%) ~~“Action~~percent ~~#4”)~~per annum.

Event of Default. An Event of Default means, (i) any default in the payment of (A) ~~firth~~the ~~purported~~principal, ~~class~~or ~~action~~(B) interest under the Note Agreement as and ~~shareholder~~when ~~derivative~~the ~~complaint~~same shall become due and payable (whether on ~~behalf~~the ofMaturity ~~PokerTek’s~~Date ~~shareholders~~or ~~was~~by ~~filed~~acceleration onor ~~June~~otherwise) 9which default is not cured within ten (10) Business Days after written notice from the Noteholder to the Registrant, ~~2014~~or in(ii) there is commenced against the ~~General~~Registrant ~~Court~~or any of ~~Justice,~~its ~~Superior~~subsidiaries ~~Court~~a ~~Division~~case under any applicable bankruptcy or insolvency laws as now or hereafter in ~~and~~effect ~~for~~or ~~Mecklenburg~~any ~~County~~successor thereto, ~~North~~or ~~Carolina~~any other proceeding under any reorganization, ~~Case~~arrangement, Noadjustment ~~14-CVS-10579~~of debt, ~~captioned~~relief ~~Arkady~~of ~~Sandler~~debtors, ~~individually~~dissolution, ~~and~~insolvency onor ~~behalf~~liquidation or similar law of ~~all~~any ~~others~~jurisdiction ~~similarly~~whether ~~situated,~~now asor ~~Plaintiff,~~hereafter v.in ~~Joseph~~effect J.relating ~~Lahti,~~to ~~Lyle~~the A.Registrant ~~Berman,~~or ~~Gehrig~~any H.of ~~White,~~its ~~Arthur~~subsidiaries L.that ~~Lomax,~~remains ~~James~~undismissed T.for ~~Crawford~~a ~~III, Multimedia~~period ~~Games,~~of ~~Inc.~~sixty ~~and~~(60) 23days; ~~Acquisition~~or ~~Co.,~~(iii) ~~Defendants~~the ~~and~~Registrant ~~PokerTek,~~or ~~Inc.,~~any ~~Nominal~~of ~~Defendant~~its subsidiaries is adjudicated by a court of competent jurisdiction insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or (~~“Action~~iv) ~~#5”~~the Registrant or any of its subsidiaries suffers any appointment of any custodian or the like for it or any substantial part of its property that continues undischarged or unstayed for a period of sixty (60) days.

~~Actions~~Remedies ~~#1,~~Upon ~~#2,~~Event ~~#3,~~of #4Default. ~~and~~If #5any ~~are~~Event ~~collectively~~of ~~referred~~Default tooccurs, ~~herein~~the asfull ~~the~~principal ~~Actions. On~~amount ~~July~~outstanding 8,under ~~2014~~the Note Agreement, ~~the~~together ~~Actions~~with ~~were~~interest ~~consolidated~~and ~~into~~other aamounts ~~single~~owing ~~action~~in ~~under~~respect thereof to the ~~caption~~date of ~~Action~~acceleration, #5shall become at the Noteholder’s election immediately due and payable.

OnNegative ~~July~~Covenants. ~~10,~~Until ~~2014,~~all aamounts ~~substantially~~outstanding ~~similar~~under ~~shareholder~~the ~~action~~Note ~~was~~Agreement ~~filed~~have inbeen ~~the~~paid ~~United~~in ~~States~~full, ~~District Court for~~ the ~~Western~~Registrant ~~District~~shall ofnot ~~North Carolina~~incur, ~~captioned~~create ~~Clark~~or v.assume ~~PokerTek,~~any ~~Inc.~~debt, ~~Case~~other ~~No.~~than ~~3:14~~debt cvincurred ~~00380~~in ~~(W.D.N.C.) (~~the ~~"Federal~~ordinary ~~Action"~~course ~~and,~~of ~~together~~the ~~with~~Registrant’s business, without the ~~Consolidated~~written ~~Action,~~consent of the ~~"Actions")~~Noteholder, ~~alleging~~which ~~breaches~~consent ofwill ~~fiduciary~~not ~~duty~~be ~~and~~unreasonably ~~aiding~~withheld ~~and~~or ~~abetting~~delayed, ~~thereof~~nor ~~and~~shall ~~related~~the ~~violations~~Registrant ofviolate ~~federal~~any ~~securities~~provision ~~law,~~of ~~against~~the ~~Defendants~~Agreement ~~relating~~and toPlan ~~the~~of ~~Proposed~~Merger ~~Transaction. This~~dated ~~action~~April ~~has~~29, ~~not~~2014, ~~yet~~to ~~been~~which ~~served~~the onRegistrant and the ~~defendants~~Noteholder are parties.

~~PokerTek~~Affirmative ~~believes~~Covenants. ~~that~~The ~~these~~Registrant ~~lawsuits~~shall ~~are~~promptly ~~without~~provide ~~merit~~the ~~and~~Noteholder ~~that~~with nonotice ~~further~~upon ~~disclosure~~the isoccurrence ~~required~~of toa ~~supplement~~Borrower ~~the~~Material ~~Definitive~~Adverse ~~Proxy~~Effect. ~~Statement~~For ~~under~~purposes ~~any~~of ~~applicable~~Note ~~rule~~Agreement, ~~statute,~~“Borrower ~~regulation~~Material orAdverse ~~law. However,~~Effect” tomeans ~~eliminate~~any ~~the burden~~change, ~~expense and uncertainties inherent in such litigation~~effect, ~~on July 13~~event, ~~2014~~occurrence, ~~the~~state ~~defendants entered into a memorandum~~ of ~~understanding~~facts, ~~(the~~circumstance ~~"Memorandum~~or ofdevelopment ~~Understanding")~~that, ~~regarding~~individually ~~settlement of the Consolidated Action. The Memorandum of Understanding outlines the terms of the parties' agreement in principle to settle and release all claims which were~~ or ~~could have been asserted~~ in the ~~Consolidated~~aggregate ~~Action~~with ~~and~~all ~~the~~other ~~Federal~~changes, ~~Action. In~~effects, ~~consideration for such settlement and release~~events, ~~the parties to the Consolidated Action have agreed that PokerTek will make certain supplemental disclosures to the Definitive Proxy Statement~~occurrences, ~~all~~state of ~~which~~facts, ~~are~~circumstances ~~set~~or ~~forth~~developments, ~~below. The~~results ~~Memorandum of Understanding contemplates that the parties will attempt~~ in ~~good~~any ~~faith~~change toor ~~agree~~effect ~~promptly~~that ~~upon~~is aor ~~stipulation~~would ofreasonably ~~settlement to~~ be ~~submitted~~expected to ~~the~~be ~~assigned~~materially ~~Judge~~adverse ofto the ~~North Carolina Business Court of the General Court of Justice~~business, ~~Superior Court Division~~properties, ~~Mecklenburg County~~assets, ~~North~~liabilities ~~Carolina~~(contingent ~~for~~or ~~approval at the earliest practicable time. The Stipulation will be subject to customary conditions~~otherwise), ~~including~~condition ~~confirmatory~~(financial ~~discovery~~or ~~and~~otherwise) ~~approval~~or byresults ~~the~~of ~~Court,~~operations ~~which will consider the fairness, reasonableness and adequacy~~ of ~~such settlement. Under~~ the ~~terms~~Registrant ofor the ~~proposed~~Registrant’s ~~settlement~~subsidiaries, ~~following~~taken ~~final~~as ~~approval~~a bywhole; ~~the~~provided, ~~Court~~however, ~~the~~that ~~Consolidated~~none ~~Action~~of ~~will~~the befollowing ~~dismissed~~shall ~~with~~constitute ~~prejudice. There~~a ~~can~~Borrower beMaterial noAdverse ~~assurance~~Effect: ~~that~~(A) any ~~the~~change ~~parties~~relating ~~will~~to ~~ultimately enter into~~ the ~~Stipulation~~economy or ~~that~~securities ~~the~~markets ~~Court~~in ~~will~~general; ~~approve~~or ~~the~~(B) any ~~settlement~~adverse ~~even~~change, ifeffect, ~~the parties were to enter into the Stipulation. In such~~ event, oroccurrence, ifstate ~~the~~of ~~Merger~~facts isor ~~not~~development ~~consummated~~attributable ~~for~~to ~~any~~conditions ~~reason,~~affecting the ~~proposed~~industry ~~settlement~~in ~~will~~which bethe ~~null~~Registrant ~~and void and of no force and effect~~participates.

~~The~~II. ~~settlement~~Founders’ ~~will~~Loan ~~not~~Payment ~~affect~~Deferral ~~the timing of the Special Meeting or the amount of merger consideration to be paid to shareholders of PokerTek in connection with the proposed Merger.~~Agreement

~~Defined~~On ~~terms~~July ~~used~~16, in2014, ~~this~~the ~~Current~~Registrant ~~Report~~entered oninto ~~Form~~an ~~8-K~~agreement ~~but~~(the ~~not~~“Founders’ ~~otherwise~~Loan ~~defined~~Payment ~~herein~~Deferral ~~have~~Agreement”) with Arthur L. Lomax, a director and founder of the ~~meanings~~Registrant, ~~ascribed~~pursuant to ~~those~~which ~~terms~~Mr. inLomax has agreed to defer all payments due to him pursuant to the ~~Definitive~~Second ~~Proxy~~Amended ~~Statement~~and Restated 9% Secured Promissory Note due December 31, 2016, made by the Registrant and held by Mr. Lomax, dated April 28, 2013 for the period commencing June 1, 2014 through and including December 31, 2014.

~~SUPPLEMENTAL~~The ~~DISCLOSURES~~deferred amounts will be payable to Mr. Lomax upon the earliest of: (i) the closing of either (a) the Merger contemplated by the Merger Agreement dated April 29, 2014 by and among Multimedia Games, Inc. et al., and the Registrant (the “Merger Agreement”), or (b) the closing of a transaction in connection with a “Superior Proposal” (as defined in the Merger Agreement); or (ii) January 31, 2015.

InThe ~~the~~foregoing ~~Memorandum~~summary ofis ~~Understanding~~qualified ~~with~~in ~~respect~~its toentirety ~~the~~by ~~settlement~~reference ~~of the lawsuits described above, PokerTek has agreed~~ to ~~make these supplemental disclosures to~~ the ~~Definitive~~Founders’ ~~Proxy~~Loan ~~Statement. These~~Payment ~~supplemental~~Deferral ~~disclosures~~Agreement ~~should be read in conjunction with the Definitive Proxy Statement,~~ which ~~should~~is befiled ~~read~~as inExhibit ~~its entirety~~10. ~~Without~~2 ~~admitting in any way that the disclosures below are material or otherwise required by law, PokerTek makes the following amended and supplemental disclosures:~~hereto.

1Item 8.01. ~~PokerTek~~Other hereby supplements the disclosures in the Proxy related to the financial projections of the Company relied upon by Burrill in performing its valuation analyses to provide the following additional information:Events.

	2014			2015			2016			2017			2018			2019
EBITDAS	$	503		$	1,662		$	2,626		$	3,731		$	4,982		$	6,098
Depreciation and Amortization	$	873		$	1,379		$	1,415		$	1,905		$	2,618		$	3,304
Share-based Compensation	$	360		$	336		$	338		$	372		$	412		$	454
Change in Working Capital	$	(488	)	$	(2,512	)	$	(2,960	)	$	(3,366	)	$	(3,818	)	$	(3,662	)
Capital Expenditures	$	-		$	(21	)	$	(27	)	$	(32	)	$	(37	)	$	(41	)
Effective Tax Rate		-3	%		-25	%		10	%		10	%		10	%		10	%
Unlevered Free Cash Flow	$	(11	)	$	(892	)	$	(455	)	$	180		$	923		$	2,151

Each of Mark D. Roberson, the Registrant’s chief executive officer and James T. Crawford, the Registrant’s president and a director, have agreed to defer thirty (30%) percent of the compensation payable pursuant to his employment agreement with the Registrant for the period from June 1, 2014 through and including December 31, 2014 until the earliest of: (i) the closing of either (a) the Merger contemplated by the Merger Agreement, or (b) the closing of a transaction in connection with a “Superior Proposal” (as defined in the Merger Agreement); or (ii) January 31, 2015.

2Item 9.01. None of the confidentiality agreements entered into between PokerTek and the companies identified in the Proxy contain standstill provisions that are currently barring those interested parties from making competing and/or superior offers for the CompanyExhibits.

3. PokerTek retained Northeast Securities, an investment bank, on July 12, 2012 to assist PokerTek to explore potential sell side opportunities for PokerTek.

4. PokerTek again retained Northeast Securities, an investment bank, on May 7, 2013 to assist PokerTek with respect to exploring a transaction with several identified potential suitors.

5. Historically, Burrill has never performed, or received compensation for performing, any services for PokerTek or MGAM.

6. With respect to Burrill's Comparable Companies Analysis , the enterprise value/EBITDA and enterprise value/revenue multiples observed for each of the companies for the last twelve months and estimated FY2014, as well as the price to book value for each of the selected companies are as follows:

($ in millions, except per share data)

Enterprise Value

Price

% of 52

Equity

Enterprise

Revenue

EBITDA

Book

Company

04/25/14

Wk High

Value

LTM

2014E

LTM

2014E

Value

International Game Technology

$12.46

58.8%

$3,073.9

$4,906.6

2.2x

2.3x

6.9x

6.8x

2.8x

Bally Technologies, Inc.

$62.88

76.1%

$2,458.4

$4,250.1

3.7x

3.2x

11.0x

8.9x

10.8x

Scientific Games Corporation

$11.68

60.0%

$980.3

$4,015.5

3.2x

2.4x

14.4x

7.5x

3.4x

Aristocrat Leisure Ltd.

$4.55

88.6%

$2,510.5

$2,721.5

3.5x

N.A.

16.4x

N.A.

6.9x

Ainsworth Game Technology Ltd.

$3.85

86.8%

$1,239.8

$1,186.1

5.9x

N.A.

17.5x

N.A.

6.2x

Universal Entertainment Corporation

$18.20

69.2%

$1,335.6

$1,059.9

1.3x

N.A.

4.1x

N.A.

0.7x

Multimedia Games Holding Company, Inc.

$27.22

67.8%

$805.7

$710.0

3.3x

3.1x

6.8x

6.2x

3.5x

Amaya Gaming Group Inc.

$6.17

73.4%

$580.7

$657.0

4.6x

3.6x

25.7x

8.7x

2.7x

IBASE GAMING Inc

$3.24

93.1%

$58.4

$45.1

1.4x

N.A.

18.8x

N.A.

5.3x

Gaming Partners International Corporation

$8.19

80.3%

$64.8

$45.2

0.9x

N.A.

24.1x

N.A.

1.4x

Galaxy Gaming, Inc.

$0.45

88.2%

$17.2

$34.9

4.1x

3.6x

9.8x

8.1x

12.0x

DEQ Systems Corporation

$0.29

75.1%

$21.1

$19.9

2.9x

N.A.

22.2x

N.A.

2.8x

Source: S&P Capital IQ

The multiples selected and applied by Burrill as part of this analysis (representing the 40th and 60th percentiles of the observed data sets) were thus:

a. 3.2x – 3.6x LTM Revenue

b. 2.6x – 3.2x 2014 Revenue

c. 13.1x – 16.4x LTM EBITDA

d. 6.5x – 7.8x 2014 EBITDA

e. 3.0x – 4.1x Price/Book

7. With respect to Burrill's Comparable Transactions Analysis, the enterprise value/LTM Revenue and enterprise value/LTM EBITDA for each of the selected transactions, as well as the price to book value for each of the transactions observed are as follows:

	Implied								Implied
	Enterprise		Ent. Value / LTM						Equity /
Target/Issuer	Value		Revenue			EBITDA			Book Value
SHFL entertainment, Inc.	$	1,343.5		4.9	x		16.1	x		4.4	x
WMS Industries Inc.		1,486.8		2.2	x		7.6	x		1.6	x
Cadillac Jack, Inc.		177.0		2.3	x		5.0	x		-
GameTech International Inc.		19.6		0.6	x		7.5	x		0.7	x
Elo Touch Solutions, Inc.		380.0		0.9	x		-			-
Odyssey Gaming Limited		3.5		0.3	x		5.4	x		0.7	x
Abilit Corporation		72.5		1.4	x		-			0.9	x
Inspired Gaming Group Limited		270.6		2.1	x		5.3	x		2.4	x
Cyberview Technology, Inc.		54.6		1.1	x	N.M.				2.2	x
Octavian Global Technologies, Inc.		30.1		0.5	x		4.9	x		-
Inspired Gaming Group Limited		695.1		2.5	x		6.8	x		2.5	x
Summit Amusement & Distributing, Ltd.		44.0		1.7	x		9.0	x		41.7	x
Radica Games Ltd.		185.8		1.3	x		15.6	x		2.3	x
GTECH Holdings Corporation		4,717.3		3.7	x		9.4	x		4.8	x
Stargames		112.2		2.2	x		13.2	x		3.7	x
Taito Corporation		545.0		0.7	x		5.5	x		1.2	x
Atronic International		148.3		1.0	x		5.4	x		-
Acres Gaming Incorporated		107.5		3.0	x		9.9	x		5.6	x
Anchor Coin, Inc.		57.0		1.3	x		6.1	x		1.3	x
Casino Data Systems		170.4		2.2	x		9.3	x		2.0	x

The multiples selected and applied by Burrill as part of this analysis (representing the 40th and 60th percentiles of the observed data sets) were thus:

a. 1.3x – 2.1x LTM Revenue

b. 6.4x – 8.4x LTM EBITDA

c. 2.0x – 2.4x Price/Book

8. With respect to Burrill's Premiums Paid Analysis, the one-day, seven-day, and thirty-day premiums for each of the transactions observed in the Comparable Transactions Analysis are as follows:

		Premium Paid
		1 Day			1 Week			1 Month
Target/Issuer	Acquirer	Prior			Prior			Prior
SHFL entertainment, Inc.	Bally Technologies, Inc.		24.3	%		30.6	%		29.5	%
WMS Industries Inc.	Scientific Games Corporation		58.8	%		51.3	%		48.6	%
Cadillac Jack, Inc.	Amaya Gaming Group Inc.		-			-			-
GameTech International Inc.	Yuri Itkis Gaming Trust of 1993		-			-			-
Elo Touch Solutions, Inc.	The Gores Group LLC		-			-			-
Odyssey Gaming Limited	eBet Limited		152.5	%		152.5	%		152.5	%
Abilit Corporation	Konami Corp.		14.4	%		14.4	%		9.6	%
Inspired Gaming Group Limited	Vitruvian Partners LLP		21.2	%		25.7	%		16.5	%
Cyberview Technology, Inc.	International Game Technology		97.7	%		93.9	%		71.3	%
Octavian Global Technologies, Inc.	PacificNet, Inc.		-			-			-
Inspired Gaming Group Limited	FL GROUP hf.		13.0	%		13.6	%		10.0	%
Summit Amusement & Distributing, Ltd.	GameTech International Inc.		-			-			-
Radica Games Ltd.	Mattel, Inc.		11.5	%		13.8	%		9.0	%
GTECH Holdings Corporation	Lottomattica S.p.A.		4.5	%		9.2	%		11.5	%
Stargames	Shuffle Master Australasia Pty Limited		19.2	%		19.2	%		15.7	%
Taito Corporation	Square Enix Holdings Co., Ltd.		14.6	%		16.1	%		15.4	%
Atronic International	GTECH Corporation		-			-			-
Acres Gaming Incorporated	International Game Technology		2.7	%		13.9	%		31.4	%
Anchor Coin, Inc.	Affinity Gaming		-			-			-
Casino Data Systems	Aristocrat Leisure Ltd.		7.2	%		33.3	%		54.2	%

9. With respect to Burrill's Discounted Cash Flow and Sensitivity Analysis, the following additional information is provided:

a. Burrill utilized the end of period convention for the PokerTek DCF because it was most appropriate for the projected growth rate of the Company.

b. To demonstrate the sensitivity in the DCF, Burrill held the discount rate constant for the purpose of calculating the terminal value because the terminal value was already being varied to the terminal growth rate.

c. The implied valuation range derived by Burrill is amended to $1.01 to $1.50 per share (from $.98 to $1.47 per share).

This filing may be deemed to be solicitation material in respect of the proposed acquisition of PokerTek by Multimedia Games. In connection with the proposed merger transaction, PokerTek filed with the Securities and Exchange Commission (the "SEC") the Definitive Proxy Statement on June 19, 2014. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE TN THE DEFINITIVE PROXY STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

The Definitive Proxy Statement was mailed to PokerTek's shareholders on or about June 24, 2014. Free copies of the Definitive Proxy Statement and other filings that PokerTek has made with the SEC may be obtained at the SEC's website at http://www.sec.gov. In addition, investors may obtain a free copy of the Definitive Proxy Statement and other filings that PokerTek has made with the SEC from PokerTek's website at http://www.pokertek.com or by directing a request to: PokerTek, Inc., 1150 Crews Road, Suite F Matthews, North Carolina 28105, Attn: Secretary of the Corporation.

Participants in the Solicitation

PokerTek and its directors, executive officers and certain other members of management and employees of PokerTek may be deemed "participants" in the solicitation of proxies from shareholders of PokerTek in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of PokerTek in connection with the proposed merger are set forth in the Definitive Proxy Statement and other relevant documents that may be filed with the SEC. You can find information about PokerTek's executive officers and directors in its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2013 filed with the SEC on April 29, 2014.

Forward-Looking Statements

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," "project," "could," "should," "would," "continue," "seek," "target," "guidance," "outlook," "forecast" and other similar words. These forward-looking statements are based on PokerTek's current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and timing of certain events to differ materially from the information i n the forward-looking statements. The following factors, among others, could cause actual results to differ from such statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed merger agreement; the failure to receive, on a timely basis or otherwise, the required approvals by PokerTek's shareholders and government or regulatory agencies; the risk that a closing condition to the proposed merger may not be satisfied; risks related to the disruption of management's attention from PokerTek's ongoing business operations due to the transaction; the effect of the announcement of the proposed merger on PokerTek's relationships with its customers, suppliers and service providers; and other economic, business, competitive, and regulatory factors affecting the businesses of PokerTek generally, including those set forth in the filings of PokerTek with the SEC, especially in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of its annual reports on Form 10-K and quarterly reports on Form 10- Q, current reports on Form 8-K and other SEC filings. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements. PokerTek assumes no obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements except as required by law.

Item 9.01: Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	~~Memorandum~~Promissory ofNote ~~Understanding~~Agreement, ~~entered~~dated ~~into~~July as16, of2014, ~~July~~between 13the Registrant and Multimedia Games, ~~2014~~Inc.
10.2	Founders’ Loan Payment Deferral Agreement, dated July 16, 2014, between the Registrant and Arthur L. Lomax

* * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~PokerTek, Inc.~~	PokerTek, Inc.
Dated: July 14, 2014	By: /s/ Mark D. Roberson
Dated: July 17, 2014	By:	/s/ Mark D. Roberson
	~~Mark D. Roberson~~	Mark D. Roberson
	~~Chief Executive Officer~~	Chief Executive Officer

Filing Compare · POKERTEK, INC.