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) May 29, 2003
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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
VendingData Corporation (the "Company") held its Annual Meeting of
Stockholders (the "Annual Meeting") on Thursday, May 29, 2003. At the Annual
Meeting, the Company's stockholders were asked to: (i) elect the Company's
directors; (ii) amend the Company's Amended and Restated Articles of
Incorporation to increase the authorized number of shares of common stock from
16,000,000 to 25,000,000; (iii) amend the Company's 1999 Stock Option Plan to
increase the authorized number of shares of common stock for issuance from
100,000 to 2,000,000; and (iv) transact such other business as may properly come
before the Annual Meeting and any adjournments thereof. The affirmative vote of
a majority of the outstanding shares of the Company's common stock is required
for the election of the Company's directors, to amend the Company's Amended and
Restated Articles of Incorporation to increase the number of authorized shares
of common stock from 16,000,000 to 25,000,000, and to amend the Company's 1999
Stock Option Plan to increase the authorized number of shares of common stock
for issuance from 100,000 to 2,000,000.
At the Annual Meeting, there were 7,625,826 shares of the Company's
common stock outstanding. The votes of the Company's stockholders were as
follows:
(a) Election of Directors.
VOTES CAST
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NAME OF DIRECTOR FOR WITHHELD
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Steven J. Blad 6,454,589 207,200
James E. Crabbe 6,461,089 203,100
Ronald O. Keil 6,456,289 205,100
Bob L. Smith 6,461,089 203,100
(b) Amend the Company's Amended and Restated Articles of
Incorporation to increase the number of authorized shares of
common stock from 16,000,000 to 25,000,000.
VOTES CAST
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FOR AGAINST ABSTAIN
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6,576,187 86,002 2,000
(c) Amend the Company's 1999 Stock Option Plan to increase the
authorized number of shares of common stock for issuance from
100,000 to 2,000,000.
VOTES CAST
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FOR AGAINST ABSTAIN
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5,990,963 92,202 12,600
From the votes cast by the Company's stockholders, and by a majority of
the outstanding shares of the Company's common stock: (i) the Company's
directors were elected; (ii) the Company's Amended and Restated Articles of
Incorporation were amended to increase the number of authorized shares of common
stock from 16,000,000 to 25,000,000; and (iii) the Company's 1999 Stock Option
Plan was amended to increase the authorized number of shares of common stock for
issuance from 100,000 to 2,000,000. The amendment to the Company's Amended and
Restated Articles of Incorporation will become effective upon the filing of a
Certificate of Amendment and Restatement of Articles of Incorporation of
VendingData Corporation and Second Amended and Restated Articles of
Incorporation of VendingData Corporation with the Nevada Secretary of State. The
amendment to the Company's 1999 Stock Option Plan became effective on May 29,
2003.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Not Applicable.
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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 3, 2003 By: /s/ Stacie L. Brown
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Stacie L. Brown, Attorney-In-Fact for
Steven J. Blad
Its: President and Chief Executive Officer
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