SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
VENDINGDATA CORPORATION
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
VENDINGDATA CORPORATION
6830 Spencer Street
Las Vegas, Nevada 89119
INFORMATION STATEMENT
This information statement is furnished to holders of record of the
common stock of VendingData Corporation, a Nevada corporation (the "Company"),
in order to comply with the requirements of Section 14(c) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 14C under
the Exchange Act. The purpose of this information statement is to inform all
stockholders of the approval of the amendment and restatement of the Company's
Articles of Incorporation providing for an increase in the Company's authorized
capital stock from 40,000,000 shares of common stock, $0.001 par value, and
10,000,000 shares of blank-check preferred stock, $0.001 par value, to
80,000,000 shares of common stock, $0.001 par value, and 10,000,000 shares of
blank-check preferred stock, $0.001 par value. This information statement was
first mailed or delivered to you on or about July 2, 2001.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
We are not seeking consent, authorization or proxies from you since the
Company has obtained the written consent of certain stockholders holding a
sufficient number of shares of the Company's common stock. The number of shares
of the Company's common stock outstanding as of May 31, 2001, is 11,079,801
shares; the number of shares that voted to approve the aforementioned actions is
7,392,651, representing 66.70% of the outstanding shares of the Company. The
Company proposes to file the amendment and restatement to the Company's Articles
of Incorporation (the "Amended and Restated Articles") with the Nevada Secretary
of State twenty days after the mailing date of the information statement, which
the Company anticipates will be on or before July 31, 2001.
INCREASE IN AUTHORIZED CAPITAL STOCK
The Company's Board of Directors (the "Board") has approved a proposal
to amend and restate the Company's Articles of Incorporation, herein
incorporated by reference, such that the Company's authorized capital stock will
be increased from 40,000,000 shares of common stock, $0.001 par value, and
10,000,000 shares of blank-check preferred stock, $0.001 par value, to
80,000,000 shares of common stock, $0.001 par value, and 10,000,000 shares of
blank-check preferred stock, $0.001 par value. The increase in authorized
capital stock will become effective upon the filing of the Certificate of
Amendment and Restatement of Articles of Incorporation and the Amended and
Restated Articles with the Nevada Secretary of State.
The Company's board of directors has authorized management to evaluate
and take steps to conduct a rights offering. If the rights offering is effected
and if a large percentage of the rights are exercised, the number of the
Company's authorized shares may be insufficient. Thus, the purpose of this
40,000,000 share increase in the Company's authorized shares of common stock is
to ensure that a sufficient number of authorized shares exist in order for the
Company to conduct the proposed rights offering and to provide additional
flexibility with respect to future financings.
ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). You may read and copy any reports, statements or other
information that we file at the Commission's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further information regarding the public
reference rooms. Our public filings are also available to the public from
commercial document retrieval services and at the Internet World Wide Web site
maintained by the Commission at "http://www.sec.gov."
We are "incorporating by reference" a Form 8-K that the Company will
file with the Commission within thirty days of the filing of this Schedule 14C
information statement. Incorporation by reference means that we can disclose
important information to you by referring you to another document filed
separately with the Commission. The information incorporated by reference is
deemed to be part of this document, except for any information superseded by
information in this document.
The Form 8-K that is incorporated by reference will contain the
complete text of the Amended and Restated Articles. Once the Form 8-K is filed,
any stockholder will be able to obtain copies of these documents by contacting
the Company, retrieving copies from the Commission's Internet World Wide Web
site or by contacting us. You may obtain current documents mentioned in this
information statement by requesting them in writing or by telephone to the
following:
VendingData Corporation
6830 Spencer Street
Las Vegas, Nevada 89119
(702) 733-7195
Attention: Stacie L. Brown, Corporate Counsel & Secretary
Documents, that may be incorporated by reference after the date of this
information statement, are available from us without charge, excluding all
exhibits unless specifically incorporated by reference as an exhibit to this
information statement. If you request documents from us, we will mail them to
you by first class mail, or other equally prompt means within one business day
of our receipt of your request.
By order of the Board of Directors,
/s/ Stacie L. Brown
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Stacie L. Brown, Secretary