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UNITED STATES
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): DECEMBER 22, 2004
CASH SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-18317 87-0398535
(Commission File Number) (IRS Employer
Identification No.)
3201 WEST COUNTY ROAD 42, SUITE 106
BURNSVILLE, MINNESOTA 55306
(Address of Principal Executive Offices) (Zip Code)
(952) 895-8399
(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 obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
EXECUTIVE EMPLOYMENT AGREEMENT WITH MR. RUMBOLZ
On December 22, 2004, the Company entered into an Executive Employment
Agreement with Michael Rumbolz to be effective January 1, 2005, pursuant to
which Mr. Rumbolz will serve as the Company's Chief Executive Officer. Under the
terms of the Employment Agreement, Mr. Rumbolz will receive an annual base
salary of $350,000 and is entitled to an annual bonus (based on achievement of
performance criteria) and other usual benefits.
Mr. Rumbolz was granted stock options to purchase up to 300,000 shares
of the Company's common stock at the "fair market value" of such stock on
December 22, 2004. The stock options have ten year term and vest over two years.
The Employment Agreement is for a term of two years, subject to renewal. A copy
of Mr. Rumbolz's Employment Agreement is filed as Exhibit 10.1 to this Current
Report and incorporated by reference herein.
EXECUTIVE EMPLOYMENT AGREEMENT WITH MR. POTTS
On December 22, 2004, the Company entered into an Executive Employment
Agreement with Craig Potts to be effective January 1, 2005, pursuant to which
Mr. Potts resigned as the Company's President and Chief Executive Officer and
will continue as a part-time employee focusing on sales and business
development. Under the terms of the Employment Agreement, Mr. Potts will receive
an annual base salary of $150,000 and is eligible to receive commissions and
bonuses under the Company's commission and bonus programs, and other usual
benefits. The Employment Agreement is for a term of one year, subject to
renewal. A copy of Mr. Pott's Employment Agreement is filed as Exhibit 10.2 to
this Current Report and incorporated by reference herein.
ITEM 5.01 CHANGE IN CONTROL
See Item 8.01 for description of the stock sale by Craig and Kristin
Potts.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
(b) The information provided in Item 5.02(c) is incorporated herein by
reference.
(c) On December 23, 2004, the Company issued a press release announcing
the appointment of Michael D. Rumbolz as Chief Executive Officer, effective
January 1, 2005, and the resignation by Craig Potts as President and Chief
Executive Officer, effective January 1, 2005. Mr. Potts will continue as a
part-time employee of the Company focusing on sales and business development
opportunities. There are no transactions, or proposed transactions, during the
last two years to which the Company was or is to be a party, in which Mr.
Rumbolz has a direct or indirect material interest. The Company has entered into
an employment agreement with each of Mr. Rumbolz and Mr. Potts. The terms of the
Employment Agreements are described in this Current Report under Item 1.01 above
and copies are attached as Exhibits 10.1 and 10.2, respectively, hereto.
The full text of the press release is set forth in Exhibit 99.1
attached hereto and is incorporated in this Current Report as if fully set forth
herein.
ITEM 8.01. OTHER EVENTS.
AFFILIATE STOCK SALE
On December 23, 2004, the Company issued a press release announcing
that its Chief Executive Officer, Craig Potts, and his spouse (the "Selling
Shareholders") have sold approximately 6.6 million shares of Company common
stock (the "Shares"), constituting approximately 40% of the Company's
outstanding common stock, via a private offering to institutional investors and
other qualified investors (collectively, the "Investors") at a price of $6.42
per share. No Investor purchased 10% or more of the outstanding shares of the
Company's common stock. The Company did not receive any proceeds from the
transaction. In connection with the transaction, the Company entered into a
Registration Rights Agreement with the Selling Shareholders and the Investors
pursuant to which the Company will, at the Selling Shareholders' expense, will
file a Registration Statement on Form S-3 under the Securities Act covering the
Investors' resale of the Shares. The full text of the press release is set forth
in Exhibit 99.2 attached hereto and is incorporated in this Current Report as if
fully set forth herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Exhibits:
10.1 Executive Employment Agreement of Michael Rumbolz
10.2 Executive Employment Agreement of Craig Potts
99.1 Press Release dated December 23, 2004 relating to
Appointment of CEO
99.2 Press Release dated December 23, 2004 relating to the
Affiliate Stock Sale
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: December 29, 2004
CASH SYSTEMS, INC.
By /s/ Christopher Larson
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Christopher Larson
Chief Financial Officer
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
EXHIBIT INDEX
TO
FORM 8-K
CASH SYSTEMS, INC.
Date of Report: Commission File No.:
December 22, 2004 0-18317
EXHIBIT NO. ITEM
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10.1 Executive Employment Agreement of Michael D. Rumbolz
10.2 Executive Employment Agreement of Craig Potts
99.1 Press Release dated December 23, 2004 relating to Appointment
of CEO
99.2 Press Release dated December 23, 2004 relating to the Affiliate
Stock Sale