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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): FEBRUARY 28, 2006
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VENDINGDATA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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NEVADA 001-32161 91-1696010
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Number) Identification
6830 SPENCER STREET
LAS VEGAS, NEVADA 89119
(Address of principal executive offices)
(702) 733-7195 (Registrant's
telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions.
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14d-2(b)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
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ITEM 7.01 REGULATION FD DISCLOSURE
We recently entered into a distribution agreement with a technology
company based in Hong Kong and Macau. The distribution agreement has an initial
three year term, with rollover provisions, and provides exclusive distribution
rights for the VendingData high frequency RFID casino chip for certain Southeast
Asia casino properties and non-exclusive distribution rights elsewhere in Asia.
Based on our discussion with the distributor and assessment of the Asian
market, we expect the relationship with the distributor to generate $9 million
dollars of retail sales of the RFID chip over the initial three year term of the
agreement.
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
certain risks and uncertainties, and actual circumstances, events or results may
differ materially from those projected in such forward-looking statements.
Factors that could cause or contribute to differences include, but are not
limited to: our current and projected working capital requirements, including
our ability to receive additional working capital as and when needed in order to
finance the marketing and manufacture of our RFID chips; our dependence on our
contract manufacturer for the manufacture and delivery of RFID chips; higher
than expected manufacturing, service, selling, administrative, product
development or roll out costs of our RFID chips; the market's acceptance of our
RFID chips; changes in the level of consumer or commercial acceptance of our
RFID chips; advances by our competitors in the area of RFID chip development and
manufacture; regulatory and jurisdictional issues involving our products and the
RFID chip specifically, and for the gaming industry in general; general and
casino industry economic conditions; the financial health of the Company's
casino and distributor customers in Asia; the actual performance of the
distributor and any earlier termination of the distribution agreement. For a
discussion of certain of these and other factors, which may cause actual events
or results to differ from those projected, please refer to the our most recent
annual report on Form 10-KSB and quarterly reports on Form 10-QSB, as well as
other subsequent filings with the Securities and Exchange Commission. We caution
readers not to place undue reliance on any forward-looking statements. We do not
undertake, and specifically disclaim any obligation, to update or revise such
statements to reflect new circumstances or unanticipated events as they occur
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
Dated: February 28, 2006 /s/ Mark R. Newburg
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Mark R. Newburg, President and
Chief Executive Officer