UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 26, 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
TECHNOLOGY ACQUISITION
On June 26, 2001, the Company purchased from Technology Development Center, LLC
("TDC"), the worldwide right, title and interest to the patents, pending patent
applications, and all patent rights to the Coin Operated Machine Having An
Electronically Identified Coin Collection Box and the Electronically Identified
Coin Collection Box (collectively, the "Patent Rights"). These Patent Rights
relate to the technology utilized in the Company's SecureDrop(TM) product line.
As payment for the Patent Rights, the Company paid $175,000 in cash. As part of
the transaction, the parties cancelled the Exclusive License Agreement pursuant
to which the Company was the exclusive licensee of the Patent Rights, and TDC
surrendered to the Company all of its VendingData Corporation $.001 par value
common stock, totaling 20,500 shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.01 Acquisition Agreement
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: July 3, 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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10.01 Acquisition Agreement 5
EXHIBIT 10.01
ACQUISITION AGREEMENT
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THIS ACQUISITION AGREEMENT (this "Agreement") is made and entered into
on this 26th day of June, 2001 ("Effective Date"), by and between, on the one
hand, VENDINGDATA CORPORATION (formerly known as CVI Technology, Inc. and
Casinovations Incorporated), a Nevada corporation having an office at 6830
Spencer Street, Las Vegas, Nevada 89119 ("Company"), and, on the other hand,
TECHNOLOGY DEVELOPMENT CENTER, LLC., a Nevada limited liability company having
an office at 3044 S. Highland Drive, Las Vegas, Nevada 89109 ("TDC"),
hereinafter referred to as "Assignor".
WHEREAS, Assignor has been assigned by Mr. Nate Hawthorn hereinafter
referred to as "Inventor", certain inventions in the field of coin operated
machines, including, without limitation, devices and methods for collecting and
analyzing coins (individually and collectively, the "Inventions"); and
WHEREAS, the Inventor has previously assigned to Assignor the United
States patent application serial numbers 08/675,899 and 08/824,731 and patent
cooperation treaty patent application serial number PCT/US99/03724 (individually
and collectively, the "Patent Applications"); and
WHEREAS, Company desires to acquire from Assignor all rights to the
Inventions and the Patent Applications, and Assignor is willing to assign such
rights to Company; and
WHEREAS, in connection with this assignment of rights, Assignor desires
to transfer its 20,500 shares of the Company's $.001 par value common stock (the
"Transferred Shares"), and Company desires to receive the same.
NOW, THEREFORE, in consideration of the premises and for the mutual
promises contained herein, the parties hereto hereby agree as follows:
1. TRANSFER OF INVENTIONS AND TRANSFERRED SHARES. Assignor hereby
transfers and assigns to Company: (1) all of Assignor's worldwide right, title
and interest in and to the Inventions, the Patent Applications, and all patents,
patent applications, copyrights, trademarks, priority rights, know-how,
show-how, trade secrets and other information generally relating to the
Inventions, and all of Assignor's files and documents related to the Inventions
(collectively, the "Transferred Rights"); and (2) the Transferred Shares, by
depositing with Company the stock certificate(s) representing the Transferred
Shares. In the event Assignor creates any improvements to the Inventions, all
worldwide rights to such improvements shall be treated as and shall be included
in the Transferred Rights.
2. TERMINATION OF LICENSE. That certain Exclusive License Agreement
("License") dated October 10, 1997, as amended, by and between TDC and
Casinovations Incorporated, a Washington corporation, is hereby terminated.
Assignor hereby irrevocably and unconditionally releases and discharges Company,
its shareholders, directors, officers, employees, agents and other
representatives, from any and all accrued and unpaid royalties pursuant to the
License, debts and liabilities, and waives any right to make any claim or bring
any action or cause of action for any royalties, losses, damages, expenses or
costs that Assignor may have suffered or incurred or may suffer or incur in the
future by reason of or resulting from the License or Company's (or its
predecessor's or affiliate's) performance thereunder and in connection with any
acts related to the Inventions. Assignor knowingly, voluntarily and expressly
waives all claims, whether known or unknown. Assignor acknowledges and agrees
that this waiver is an essential and material term of this Agreement. Assignor
acknowledges that it understands, comprehends and appreciates the meaning and
significance of the rights and benefits being waived hereby. Company assumes any
future liability related to the Inventions.
3. CONSIDERATION. On the Effective Date, Company shall pay to TDC One
Hundred Seventy-Five Thousand Dollars ($175,000) (the "Purchase Price"). TDC
shall distribute the Purchase Price among its members as the members shall
agree, and Company shall have no further liability in the event that TDC fails
to distribute the Purchase Price among its members.
4. CONFIDENTIALITY. Assignor shall keep all information concerning the
Transferred Rights confidential and shall not use or disclose such information
other than as contemplated by this Agreement, except to the extent that such
information (i) is or hereafter becomes lawfully obtainable from other sources,
(ii) is publicly known, or (iii) to the extent such duty of confidentiality is
waived in writing by Company.
5. REPRESENTATIONS AND WARRANTIES. Assignor hereby represents,
covenants and warrants as follows to Company:
a. AUTHORITY. Assignor has full power and authority to execute and
deliver this Agreement and to assign the Transferred Rights to Company. The
execution, delivery and performance by Assignor of this Agreement and the
transactions contemplated by this Agreement will not violate any applicable law,
rule or regulation and will not conflict with, or result in a breach of any of
the terms of, or constitute a default under, any agreement to which Assignor is
a party or by which Assignor is bound.
b. TITLE. Assignor owns all right, title and interest in and to the
Transferred Rights. With the exception of the License, Assignor has not sold,
transferred, encumbered, assigned, granted options for or licensed and will not
sell, transfer, encumber, assign, grant options for or license in any manner the
Transferred Rights to any third person, nor has Assignor publicly disclosed
information relating to the Transferred Rights. To Assignor's knowledge, there
are no claims, judgments or settlements to be paid by Assignor or pending claims
or litigation relating to the Transferred Rights.
c. NO STATUTORY BARS AND NON-INFRINGEMENT. Prior to filing the Patent
Applications, Assignor did not publicly use, import, manufacture or offer for
sale the Inventions, nor to Assignor's knowledge was there a publicly available
written description of the Inventions. With the exception of the Patent
Applications, Assignor has not filed for, nor was Assignor a listed inventor on
any patent application related to the Inventions. To Assignor's knowledge, the
manufacture, sale, use and display of the Inventions will not infringe any
patent, copyright, or trade secret right of any third party.
d. NO DURESS. Assignor has been advised to consult with independent
counsel, and has had adequate opportunity to consult with counsel of its choice
and to make whatever investigation or inquiry Assignor may have deemed necessary
or desirable in connection with the subject matter of this Agreement. Assignor
has either obtained such consultation or of Assignor's own free will have
declined to obtain independent legal advice in connection with this Agreement.
Assignor agrees to the terms of this Agreement of its own free will, without
reservation, and is acting under no force of duress or coercion of any kind or
character in so doing. Assignor has carefully read this Agreement and
understands all of the terms of this Agreement.
6. FURTHER ASSURANCES. Assignor and Inventor shall from time to time
hereafter, at the request of Company, without additional compensation, execute,
acknowledge and deliver to Company any and all instruments and documents as may
be required by Company to transfer and vest in Company the entire right, title
and interest in and to the Transferred Rights and/or the Transferred Shares. On
the Effective Date and from time to time thereafter, upon request of Company,
Assignor and Inventor shall deliver to Company such documentation as shall be
reasonably required by Company to enjoy the Transferred Rights and/or the
Transferred Shares. Assignor and Inventor shall cooperate with Company from time
to time, upon Company's request and without additional compensation in the
preparation and prosecution of patent and copyright applications for any of the
Transferred Rights worldwide, and shall execute all papers necessary in
connection with such applications and any continuing, reexamination, reissue or
divisional applications thereof and also to execute separate assignments in
connection with such applications as Company may deem necessary or expedient,
and to perform all other acts that may be necessary to obtain a grant to Company
of valid patents to any Inventions and improvements included in the Transferred
Rights. Assignor and Inventor designate the officers of Company as their
attorneys in fact to execute such documents and do such acts as shall be
necessary to effect the foregoing, such being an irrevocable power of attorney
coupled with an interest. Assignor nor Inventor shall seek re-examination,
oppose, contest or otherwise protest the granting or registration of any patent
or copyright rights to Company with respect to any of the Inventions or
improvements included in the Transferred Rights.
7. GENERAL TERMS. This Agreement shall be governed by the laws of the
State of Nevada. If any provision of this Agreement shall be declared void or
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall nevertheless continue in effect. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors and assigns. If Assignor should default in any of Assignor's
obligations under this Agreement, Assignor acknowledges that Company may well be
irreparably damaged and that it would be extremely difficult and impractical to
measure such damage. Accordingly, Assignor acknowledges that Company, in
addition to any other available rights or remedies, shall be entitled to
specific performance, injunctive relief, and any other equitable remedy, and
Assignor waives the defense that a remedy at law or damages is adequate. No
party hereto shall be deemed to waive any rights or remedies except by a duly
executed written document, and no delay by any party, hereto in exercising any
right or remedy shall be deemed to be a waiver of such right or remedy. This
Agreement contains the entire agreement of the parties hereto with respect to
the subject matter hereof, and this Agreement may not be amended except by a
writing signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date and year first above written.
TECHNOLOGY DEVELOPMENT
VENDINGDATA CORPORATION CENTER, LLC.
By: /s/ Steven J. Blad By: /s/ Peter Filiberti
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Steven J. Blad Name: Peter Filiberti, Bitstream Technologies, Inc.
President & Chief Executive Officer Title: President, Managing Partner
Inventor: /s/ Nate D. Hawthorn
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NATE D. HAWTHORN