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) June 14, 2001
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VendingData Corporation
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(Exact name of Registrant as specified in charter)
Nevada
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(State or other jurisdiction of incorporation)
000-25855 91-1696010
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(Commission File Number) (IRS Employee Identification No.)
6830 Spencer Street, Las Vegas, Nevada 89119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 733-7195
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
AMENDMENT AND RESTATEMENT OF OUR ARTICLES OF INCORPORATION
On June 14, 2001, our board of directors and a majority of our
stockholders approved of an amendment and restatement of our articles of
incorporation. Through the amended and restated articles of incorporation, we
propose to increase our authorized shares from 40 million shares of common
stock, $.001 par value, and 10 million shares of blank-check preferred stock,
$.001 par value, to 80 million shares of common stock, $.001 par value, and 10
million shares of blank-check preferred stock, $.001 par value.
The purpose of the 40 million share increase in our authorized shares
of common stock was to ensure a sufficient number of authorized shares for a
proposed rights offering to our stockholders for up to 26,869,770 shares of
common stock and to provide additional flexibility with respect to future
financings. As discussed herein, the proposed rights offering would involve to
distribution to all stockholders of record on June 15, 2001 and to all holders
of vested options and warrants and convertible debentures on June 15, 2001 a
right to purchase two shares of common stock at $0.35 per share for each share
held, or for each share underlying their options, warrants or convertible
debentures, if applicable. The amended and restated articles of incorporation
will be filed with the Nevada Secretary of State in the near future.
BRIDGE LOANS
In June 2001, we received a commitment from James E. Crabbe, a director
and our controlling stockholder, to provide a bridge loan in the original
principal amount of up to $3,000,000. Pursuant to this commitment, we have
received $2,104,000 and have issued short-term promissory notes dated June 1,
June 6 and June 21, 2001 to Mr. Crabbe in the same original principal amount.
These short-term promissory notes bear an interest rate of 9.5%, are
unsecured and are due upon the earlier of the receipt of proceeds from the
proposed rights offering or six months from the respective dates of the
short-term promissory notes. We have applied the proceeds of the bridge loan to
fund our operations. As previously discussed, Mr. Crabbe will have the ability
to apply the outstanding amounts payable under the bridge loans towards the
exercise of his rights, if applicable, either in full or in part.
TERMINATION OF PLACEMENT AGENT AGREEMENT
On June 15, 2001, we advised Josephthal & Co. Inc. of the termination
of Josephthal's engagement as our placement agent with respect to our proposed
private placement of convertible debentures. Pursuant to the terms of the
placement agent engagement letter with Josephthal dated December 14, 2001, we
had the right to terminate Josephthal's engagement in the event that Josephthal
did not raise up to $5,000,000 through the proposed private placement of
convertible debentures within six months of the date of the engagement letter.
No funds were raised by Josephthal through the proposed private placement of
convertible debentures, although we received a loan of $500,000 pursuant to a
standby credit agreement with a Josephthal affiliate.
DISCLAIMER OF FINANCIAL PROJECTIONS
Due to the termination of and the failure to raise the estimated
proceeds from our proposed private placement of convertible debentures, we did
not have the sufficient capital to fund the expansion of our operations and meet
the assumptions underpinning the financial projections set forth in our Current
Report on Form 8-K, as filed with the Commission on April 6, 2001. As these
financial projections spoke as of the date of the Current Report on Form 8-K and
were not meant to represent projections of our anticipated sales, revenues,
costs, expenses, net income, or assumptions or estimates as to future events or
outcomes, as to any subsequent date, we reiterate that these financial
projections contained "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995 and that no assurances were given that
we could or would attain the results contemplated in the financial projections.
Accordingly, as the assumptions for these financial projections did not
materialize, the anticipated sales, revenues, costs, expenses, net income and
other information contained in the financial projections cannot and will not be
achieved during the periods provided for in the financial projections.
NOTICE OF RIGHTS OFFERING
On or about June 22, 2001, we distributed a letter to all stockholders
of record as of June 13, 2001 in which we provided such persons with notice of a
proposed rights offering.
Each non-transferable right will entitle the holder of the rights to
purchase two shares of common stock at an exercise price of $0.35 per share. The
rights will expire thirty (30) days after the date of effectiveness of the
registration statement relating to the shares of common stock underlying the
rights. Upon the expiration of the exercise period, James E. Crabbe, a director
and our controlling stockholder, will have the right to purchase the remaining
shares of common stock that relate to any unexercised rights. We advised all
recipients of the letter that other matters relating to the rights offering have
not been finalized as of the date of the letter, such as the expiration date of
the rights offering.
As part of the proposed rights offering, we intend to file a
registration statement on Form S-3 with the United States Securities and
Exchange Commission for the purpose of registering the 26,869,770 shares of
common stock underlying the rights to purchase common stock. Once the
registration statement has been declared effective, we will distribute to each
holder of right a copy of the prospectus and a rights certificate.
Along with the letter, we enclosed a copy of our Annual Report of
VendingData Corporation on Form 10-KSB, as filed with the United States
Securities and Exchange Commission on March 30, 2001, and a copy of our
Quarterly Report of VendingData Corporation on Form 10-QSB, as filed with the
United States Securities and Exchange Commission on May 14, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.01 Letter dated June 21, 2001 from Steven J. Blad
regarding notice of proposed rights offering
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
Date: June 27, 2001 By: /s/ Steven J. Blad
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Steven J. Blad
Its: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit Page
Number Description Number
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99.1 Letter dated June 21, 2001 from Steven J. Blad regarding notice 6
of proposed rights offering