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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 27, 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 (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
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 1.01 Entry into a Material Definitive Agreement
Item 7.01 Regulation FD Disclosure
On February 27, 2006, we entered into a licensing and manufacturing
agreement with Dolphin Products Pty Limited, of Melbourne, Australia. Pursuant
to the agreement, Dolphin has received the exclusive rights to manufacture our
RFID chip product. The agreement has a term of 10 years.
Our entry into the licensing and manufacturing agreement with Dolphin
effectively consummates our purchase of the RFID chip and related patents and
technology from Dolphin and its affiliates, William Purton and Dolphin Advanced
Technologies Pty Limited (collectively, the Dolphin parties). As previously
announced by way of our Form 8-K report dated October 1, 2005, we entered into a
patent purchase agreement dated October 1, 2005 with the Dolphin parties
pursuant to which the Dolphin parties agreed to sell us the RFID chip and
related patents and technology in exchange for $750,000 in cash and the issuance
of 1,000,000 shares of our common stock. The patent purchase agreement included
among the conditions to closing our entry into a licensing and manufacturing
Agreement with Dolphin Products Pty Limited.
This Form 8-K 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 ability to obtain capital as and when needed; the
success of the transition of our manufacturing and assembly to China; changes in
the level of consumer or commercial acceptance of our existing products and new
products as introduced; competitive advances; acceleration and/or deceleration
of various product development and roll out schedules; higher than expected
manufacturing, service, selling, administrative, product development and/or roll
out costs; current and future litigation; regulatory and jurisdictional issues
involving us or our products specifically, and for the gaming industry in
general; general and casino industry economic conditions; the financial health
of our casino and distributor customers both nationally and internationally. For
a discussion of these and other factors, which may cause actual events or
results to differ from those projected, please refer to 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 disclaims 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: March 2, 2006 /s/ Mark R. Newburg
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Mark R. Newburg,
President and Chief Executive Officer