EXHIBIT 99.1
VENDINGDATA(TM) CORPORATION
June 21, 2001
Dear Stockholders,
On behalf of your board of directors, I am announcing the declaration
of a distribution of one non-transferable right to purchase two (2) shares of
the common stock of VendingData Corporation for each outstanding share of common
stock held of record on June 15, 2001. In addition, the right will be
distributed to record holders, as of the same date, of options, warrants and
convertible debentures that contain certain anti-dilution provisions. The
purpose of the rights offering is to repay certain indebtedness and to provide
working capital.
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 controlling stockholder of VendingData Corporation, will have the right to
purchase the remaining shares of common stock that relate to any unexercised
rights. It is important to note that other matters relating to the rights
offering have not been finalized as of the date of this letter, such as the
expiration date of the rights offering.
As part of the distribution of rights, VendingData Corporation intends
to file a registration statement on Form S-3 with the United States Securities
and Exchange Commission for the purpose of registering the 26,769,770 shares of
common stock underlying the rights to purchase common stock. Once the
registration statement has been declared effective, VendingData Corporation will
distribute to each holder of right a copy of the prospectus and a rights
certificate. PLEASE BE ADVISED THAT THIS LETTER MERELY PROVIDES NOTICE OF THE
RIGHTS OFFERING AND THAT THE RIGHTS OFFERING WILL BE MADE ONLY BY MEANS OF THE
PROSPECTUS, ONCE THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION.
I am enclosing with this letter a copy of the 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 the
Quarterly Report of VendingData Corporation on Form 10-QSB, as filed with the
United States Securities and Exchange Commission on May 14, 2001.
Sincerely,
/s/ Steven J. Blad
Steven J. Blad
President and Chief Executive Officer
Enclosures
SJB/ah
VendingData Corporation, a Nevada corporation, maintains its principal
offices and manufacturing facilities at 6830 Spencer Street, Las Vegas, Nevada
89119. VendingData Corporation designs, develops, manufactures and sells
products that increase security, productivity and profitability for the gaming
industry, such as the Random Ejection Shuffler(TM), a computer-based card
shuffling device, and the SecureDrop(TM) Slot Accounting System.
This letter contains statements that may be considered forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future and, accordingly,
such results may differ from those expressed in any forward-looking statements
made herein. Those risks and uncertainties include, but are not limited to,
risks relating to the intense competition in the gaming industry, changes in
gaming regulations (including actions affecting licensing), leverage and debt
service (including sensitivity to fluctuations in interest rates), changes in
domestic or global economic conditions and changes in federal or state tax laws
or the administration of such laws.
- --------------------------------------------------------------------------------
6830 SPENCER ST . LAS VEGAS . NEVADA . 89119
TELEPHONE 702.733.7195 . FAX 702.733.7197
WWW.VENDINGDATACORP.COM