SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIDEL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
75-2193593
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(I.R.S. employer identification no.)
5847 San Felipe, Suite 900, Houston, Texas 77057
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(Address of principal executive offices) (Zip Code)
1997 LONG-TERM INCENTIVE PLAN & 1989 INCENTIVE STOCK OPTION PLAN
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(Full title of the plan)
Leonard L. Carr, Jr.
Senior Vice President
Tidel Technologies, Inc.
5847 San Felipe, Suite 900
Houston, Texas 77057
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(Name and address of agent for service)
(713) 783-8200
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered(2) share(3) price(3) fee
1997 Long-Term Incentive
Plan (the "Incentive Plan")
Common Stock, $.01 par
value and 1989 Incentive
Stock Option Plan (the 1,438,250
"Stock Option Plan") shares $1.65 $2,373,112.50 $626.50
(1) The securities to be registered include options and rights to acquire
Common Stock.
(2) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the operation of the
anti-dilution provisions of the Incentive Plan and the Stock Option Plan.
(3) Consists of an aggregate of 1,438,250 shares with respect to which options
were granted under the Incentive Plan and the Stock Option Plan at an
average exercise price of $1.65 per share.
SUBJECT TO COMPLETION, DATED February 14, 2000
PROSPECTUS
1,438,250 SHARES
TIDEL TECHNOLOGIES, INC.
Common Stock ($.01 par value)
This Prospectus relates to the reoffer and resale by certain selling
shareholders of shares of our Common Stock, $.01 par value, that may be issued
by us to the Selling Shareholders upon the exercise of outstanding stock options
granted pursuant to our 1997 Long-Term Incentive Plan and our 1989 Incentive
Stock Option Plan. The offer and sale of the shares to the selling shareholders
were previously registered under the Securities Act of 1933, as amended. With
respect to the shares that may be issued to any of the selling shareholders or
additional persons who may be deemed affiliates, this Prospectus also relates to
certain shares underlying options which have not as of this date been granted.
If and when such options are granted, we will distribute a Prospectus
Supplement. The shares are being reoffered and resold for the account of the
selling shareholders and we will not receive any of the proceeds from the resale
of the shares.
The selling shareholders have advised us that the resale of their
shares may be effected from time to time in one or more transactions on the
Nasdaq Stock Market, in negotiated transactions or otherwise at market prices
prevailing at the time of the sale or at prices otherwise negotiated. See "Plan
of Distribution." We will bear all expenses in connection with the preparation
of this Prospectus.
Our common stock is traded on the Nasdaq Stock Market under the symbol
"ATMS." On February 10, 2000, the closing price for the common stock, as
reported by the Nasdaq Stock Market, was $4.375.
Neither the Securities and Exchange Commission nor any state securities
commission has determined whether this prospectus in truthful or complete. They
have not made, nor will they make, any determination as to whether anyone should
buy these securities. Any representation to the contract is a criminal offense
The date of this Prospectus is February 14, 2000.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document we file at the SEC's public reference room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain further information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You may
also request copies of such documents, upon payment of a duplicating fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Our common
stock is listed on the Nasdaq SmallCap Market and such reports and other
information may also be inspected at the offices of Nasdaq at 1735 "K" Street,
N.W., Washington, D.C. 20006-1500.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION........................................ 2
INCORPORATION BY REFERENCE................................................. 3
GENERAL INFORMATION........................................................ 4
USE OF PROCEEDS............................................................ 4
SELLING SHAREHOLDERS....................................................... 4
PLAN OF DISTRIBUTION....................................................... 6
LEGAL MATTERS.............................................................. 6
EXPERTS.................................................................... 7
ADDITIONAL INFORMATION..................................................... 7
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and replace this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
(1) Our Annual Report on Form 10-K for the year ended September 30,
1999;
(2) "Description of Capital Stock" included in our Form 10 dated
November 9, 1988, as amended.
You may request a copy of these filings (excluding the exhibits to such
filings which we have not specifically incorporated by reference in such
filings) at no cost, by writing or telephoning us at the following address:
Tidel Technologies, Inc.
5847 San Felipe
Suite 900
Houston, Texas 77057
Attention: Leonard L. Carr, Jr.
(713) 783-8200
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No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by us or any selling shareholder. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, the securities offered hereby to
any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
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GENERAL INFORMATION
Tidel Technologies, Inc. (the "Company") was incorporated under the
laws of the State of Delaware in November 1987 under the name of American
Medical Technologies, Inc., succeeding a corporation established in British
Columbia, Canada in May 1984. The Company changed its name to Tidel
Technologies, Inc. in July 1997.
Prior to September 30, 1992, the Company was engaged in the business of
medical waste management services through its majority owned subsidiary, 3CI
Complete Compliance Corporation. On September 30, 1992, the Company acquired all
of the issued and outstanding capital stock of Tidel Engineering, Inc., a
manufacturer of automated teller machines, electronic cash security systems and
underground fuel storage monitoring and leak detection devices. These operations
currently represent the sole business of the Company.
The Company's principal executive offices are located at 5847 San
Felipe, Suite 900, Houston, Texas 77057. The Company's telephone number at such
location is (713) 783-8200.
USE OF PROCEEDS
The Company will receive the price of the shares of Common Stock
offered pursuant to the 1997 Long-Term Incentive Plan and the exercise price of
the options offered pursuant to the 1989 Incentive Stock Option Plan when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company. The Company will not receive any of the proceeds from
the reoffer and resale of the shares (the "Shares") of Common Stock, $.01 par
value ("Common Stock") by the selling shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Shareholders under the 1989 Incentive Stock
Option Plan or the 1997 Long-Term Incentive Plan.
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder at January 14, 2000, (ii) the
number of Shares to be offered for resale by each selling shareholder (i.e., the
total number of Shares underlying options held by the selling shareholders
irrespective of whether such options are presently exercisable or exercisable
within sixty days of January 14, 2000) and (iii) the
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number and percentage of shares of Common Stock to be held by each Selling
Shareholder after completion of the offering. The table is based upon 16,245,827
shares outstanding as of January 14, 2000.
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Number of shares of
Common Stock/
Number of Percentage of Class to
Number of shares of Shares to be be Owned After
Common Stock Owned at Offered for Completion of the
Name January 14, 2000 Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
James T. Rash (1).......................... 855,000(2) 255,000 600,000/3.7%
Mark K. Levenick (3)....................... 625,000(4) 375,000 250,000/1.5%
Michael F. Hudson (5) ................... 243,500(6) 234,000 9,500/*
* Less than one percent.
(1) Mr. Rash has been Chairman of the Board of Directors and Chief Executive
Officer of the Company since February 1989, Chief Financial Officer since
January 1995, Chief Financial Officer from July 1987 to February 1989 and a
Director of the Company since 1987.
(2) Includes 405,000 shares which could be acquired upon exercise of
outstanding warrants and options at exercise prices of (i) $0.625 per share
as to 50,000 shares, (ii) $1.00 per share as to 50,000 shares (iii) $1.25
per share as to 150,000 shares, (iv) $1.6875 per share as to 80,000 shares
and (v) $1.875 per share as to 75,000 shares.
(3) Mr. Levenick has been Chief Operating Officer of the Company since July
1997, a Director since March 1995, and an executive of the Company's
wholly-owned subsidiary and its predecessors for more than the preceding
five years.
(4) Includes 525,000 shares which could be acquired upon exercise of
outstanding warrants and options at exercise prices of (i) $0.625 per share
as to 50,000 shares, (ii) $0.875 per share as to 25,000 shares, (iii) $1.00
per share as to 50,000 shares, (iv) $1.25 per share as to 170,000 shares,
(v) $1.4375 per share as to 25,000 shares,(vi) $1.75 per share as to 30,000
shares, (vii) $1.875 per share as to 75,000 shares and (viii) $2.50 per
share as to 100,000 shares.
(5) Mr. Hudson has been Executive Vice President of the Company since July 1997
and an executive of the Company's wholly-owned subsidiary since September
1993.
(6) Includes 234,000 shares which could be acquired upon exercise of
outstanding options at prices of (i) $0.875 per share as to 25,000 shares,
(ii) $1.25 per share as to 67,000 shares, (iii) $1.4375 per share as to
25,000 shares, (iv) $1.875 per share as to 50,000 shares and (v) $2.50
shares as to 67,000 shares.
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by the selling
shareholders from time to time in the open market, either directly or through
brokers or agents, or in privately negotiated transactions. The selling
shareholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome Rosenzweig & Wolosky LLP, New York, New York 10022.
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EXPERTS
The consolidated financial statements of Tidel Technologies, Inc. and
subsidiaries as of September 30, 1999 and 1998 and for each of the years in the
three-year period ended September 30, 1999, have been incorporated by reference
in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-3 under the Securities Act with respect to the
Shares offered hereby. For further information with respect to the Company and
the securi ties offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Tidel Technologies, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
1. The Company's Annual Report on Form 10-K for the year ended
September 30, 1999.
2. "Description of Capital Stock" relating to the Company's
Common Stock, $.01 par value (the "Common Stock"), included in the Company's
Registration Statement on Form 10 filed November 9, 1988, as amended.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the effective date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 7 of the Company's Certificate of Incorporation and
Article 9 of the Company's By-laws authorize the indemnification of directors,
officers, agents and employees to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware.
Section 145 of the Delaware General Corporation Law provides as follows:
(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses
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(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion or (3) by the
stockholders.
(e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation
as authorized in this section. Such expenses incurred by other
employees and agents may be so paid upon
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such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer,
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employee, or agent with respect to any employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and
in a manner he reasonably believed to be in the interest of the
participant and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
The Company maintains a directors and officers insurance and
company reimbursement policy. The policy insures directors and officers against
unindemnified loss arising from certain wrongful acts in their capacities and
reimburses the Company for such loss for which the Company has lawfully
indemnified the directors and officers. The policy contains various exclusions,
none of which relate to the offering hereunder.
See Item 8 below for information regarding the position of the
Commission with respect to the effect of any indemnification for liabilities
arising under the Securities Act of 1933, as amended.
ITEM 6. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 7. EXHIBITS
Exhibit Index
EXHIBIT
4.1 1997 Long-Term Incentive Plan.
4.2 1989 Incentive Stock Option Plan.
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4.3 Form of Agreement under 1997 Long-Term Incentive Plan.
4.4 Form of Agreement under 1989 Incentive Stock Option Plan.
5.1 Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
(included in Exhibit 5.1).
24 Power of Attorney (included on the signature page of this
Registration Statement).
ITEM 8. UNDERTAKINGS
The undersigned registrant hereby undertakes:
a. To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
b. That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
c. To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom
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the prospectus is sent or given, the latest annual report, to security holders
that is incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against each such liabilities (other than the payment by the
registrant of expenses incurred or paid by a trustee, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas, on this 11th day of February,
2000.
TIDEL TECHNOLOGIES, INC.
(Registrant)
By: /s/ James T. Rash
-----------------
James T. Rash, President,
Chairman and Chief Executive
Officer (Principal Executive
and Financial Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James T. Rash and Leonard L. Carr, Jr.,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute may lawfully do or
cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ James T. Rash Director February 11, 2000
- -----------------------------
James T. Rash
/s/ James L. Britton, III Director February 11, 2000
- -----------------------------
James L. Britton, III
/s/ Jerrell G. Clay Director February 11, 2000
- -----------------------------
Jerrell G. Clay
/s/ Mark K. Levenick Director February 11, 2000
- -----------------------------
Mark K. Levenick
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