Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 12, 2006
VENDINGDATA
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
|
001-32161
|
91-1696010
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
6830
Spencer Street
Las
Vegas, Nevada 89119
|
(Address
of principal executive offices)
|
(702)
733-7195
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions.
¨ |
Written communications pursuant to Rule 425 under
the
Securities Act (17 CFR 230.425) |
ý |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14d-2(b) |
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b)
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)
|
Item
2.01 Completion of Acquisition or Disposition of Assets
Item
7.01 Regulation FD Disclosure
On
July
12, 2006, we acquired all of the outstanding capital shares of Dolphin Advanced
Technologies Pty Ltd. and its wholly-owned subsidiary (collectively, “Dolphin”)
pursuant to a Share Sale Agreement (“Agreement”) dated July 5, 2006 with William
Westmore Purton, an individual, and Synwood Pty Ltd, an Australian corporation
(“Synwood” and together with Mr. Purton, the “Sellers”).
Pursuant
to the Agreement, we paid to the Sellers the following consideration in exchange
for all of the issued and outstanding capital shares of Dolphin: (a) a total
of
$1,350,000, of which $750,000 was paid as a non-refundable deposit in April
2006
upon the execution of the letter of intent between the parties; (b) 2,462,238
shares of our common stock, of which 1,000,000 shares were issued in April
2006
as part of the non-refundable deposit; and (c) secured convertible promissory
notes in the aggregate principal amount of $5,782,168. The notes are
non-interest bearing and all principal under the notes are due and payable
on
January 7, 2007. The notes provide that immediately upon our receipt of any
shareholder approval of our issuance of the common shares underlying the notes
(“Conversion Shares”) required by the rules of the American Stock Exchange, or a
determination that shareholder approval of our issuance of the Conversion Shares
is not required under the AMEX rules, all outstanding principal will
automatically be converted into our common shares at the rate of $3.50 per
share.
For
a
period of two years from the close of the transaction, if the Sellers sell
any
of the 1,462,238 common shares delivered at closing or the Conversion Shares
(together, the “Consideration Shares”) for a price of less than $3.50 per share,
we will deliver to the Sellers cash equal to difference between the sale price
and $3.50 per share; provided that with regard to any sales of the Consideration
Shares otherwise than in a public sale through an ordinary brokers’ transaction,
our payment obligation will be limited to the difference between $3.50 per
share
and the greater of the sale price or 90% of the average closing price for our
common shares during the ten trading days preceding the sale. The Sellers are
obligated to use their reasonable best efforts to obtain the most favorable
available sale price. Except for the first 900,000 Consideration Shares sold
by
the Sellers during the first 90 days following the close, we will have no
obligation to make up the difference between the sale price of their shares
and
$3.50 per share in the event of any sale otherwise than in a public sale through
an ordinary brokers’ transaction at a sale price of less than 80% of the average
closing price for our common shares during the ten trading days preceding the
sale.
Our
obligations under the notes and the resale price guarantee of the Consideration
Shares are secured by Dolphin’s pledge of a security interest in the assets of
Dolphin that do not relate to the gaming business of the company.
Additional
Information
Subject
to confirmation that our issuance of the Conversion Shares will require the
approval of our shareholders under the rules of the AMEX, we intend to file
with
the Securities and Exchange Commission a proxy statement and other relevant
documents in connection with the issuance of the Conversion Shares. Investors
and security holders are advised to read the proxy statement regarding the
Conversion Shares if and when it becomes available, because it will contain
important information. Investors and security holders may obtain a free copy
of
the proxy statement, if and when available, and other documents filed by us
at
the Securities and Exchange Commission's web site at www.sec.gov. The proxy
statement and such other documents may also be obtained, when available, from
us
by directing such request to VendingData Corporation, 6830 Spencer Street,
Las
Vegas, Nevada 89119, Attention: Investor Relations. VendingData Corporation
and
our executive officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of VendingData Corporation with
respect to the issuance of the Conversion Shares. A description of any interests
that our directors and executive officers have in the proposed issuance of
the
Conversion Shares will be available in the proxy statement. Information
regarding our officers and directors is included in the VendingData Corporation
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission
on March 31, 2006. This report is available free of charge at the Securities
and
Exchange Commission's web site at http://www.sec.gov and from
us.
Forward
Looking Statements
This
Form
8-K contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding
expectations for the acquisition of Dolphin and the anticipated value of the
proposed transaction. Such statements are subject to certain risks and
uncertainties, and actual circumstances, events or results may differ materially
from those projected in such forward-looking statements. Factors that could
cause or contribute to differences include, but are not limited to, the risk
that Dolphin acquisition may not be completed in the third quarter of 2006,
or
at all, risks related to the inability to obtain, or meet conditions imposed
for, governmental and other approvals of the transaction, including approval
by
our shareholders, risks related to any uncertainty surrounding the transaction,
and the costs related to the transaction. We caution readers not to place undue
reliance on any forward-looking statements. We do not undertake, and
specifically disclaims any obligation, to update or revise such statements
to
reflect new circumstances or unanticipated events as they occur.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
In
connection with our acquisition of Dolphin as described in Items 2.01 and 7.01
above, we issued to the Sellers secured convertible promissory notes in the
aggregate principal amount of $5,782,168. See Items 2.01 and 7.01 above for
a
description of the terms of the notes.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On
July
11, 2006, we received a letter from the American Stock Exchange citing our
failure to comply with Section 3.01 of th AMEX Company Guide based on our
failure to timely file an application for listing of 1,000,000 common previously
issued by us. The AMEX letter stated that the letter constitutes a warning
and
that the AMEX has determined not to apply the continued listing evaluation
or
follow-up procedures specified in Section 1009 of the AMEX Compnay Guide. We
have since filed with the AMEX the required listing application for the
1,000,000 common shares.
On
July
17, 2006, we issued a press release announcing our receipt of the AMEX as
described in this Item 3.01. A copy of the press release is attached as Exhibit
99.1.
Item
3.02 Unregistered Sales of Equity Securities
We
issued
to the Sellers 2,462,238 shares of our common stock and secured convertible
promissory notes in the aggregate principal amount of $5,782,168 in connection
with Share Sale Agreement described in Items 2.01 and 7.01 above. The shares
and
notes were issued pursuant to Section 4(2) under the Securities Act of 1933.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
In
connection with our acquisition of Dolphin as described in Items 2.01 and 7.01
above, we appointed to our board of directors Mr. William Westmore Purton,
the
President and former 50% owner of Dolphin. Mr. Purton was appointed to our
board
pursuant to the terms of the Share Sale Agreement between the parties. Pursuant
to a Patent Purchase Agreement dated October 1, 2005 entered into by us and
Mr.
Purton and Dolphin, we previously purchased certain patents and intellectual
property from Dolphin in exchange for our payment of $750,000 and our issuance
of 1,000,000 common shares.
Item
9.01 Financial Statements and Exhibits.
(a)
and
(b)
We
intend
to file by way of Form 8-K the historical and pro forma financial statements
of
Dolphin required by this Item 9.01 within 71 days of the required filing date
of
this Form 8-K.
(c)
Exhibits.
Exhibit
Number
|
Description
|
99.1
|
Press
release dated July 17, 2006
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
VENDINGDATA
CORPORATION
|
|
|
|
|
Dated:
July 17, 2006
|
/s/
Mark Newburg
|
|
Mark
R. Newburg, Chief Executive Officer
|
|
|
|
|
Exhibit
Index
Exhibit
Number
99.1
|
Description
Press
release dated July 17, 2006
|