Tidel Technologies 8-K 02-28-2006
UNITED
STATES
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
TIDEL
TECHNOLOGIES, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-17288
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75-2193593
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2900
Wilcrest Drive, Suite 205, Houston, Texas
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77042
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(Address
of principal executive offices)
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(zip
code)
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Registrant's
telephone number, including area code: (713)
783-8200
N/A
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(Former
name or former address, if changed since last
report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Tidel
Technologies, Inc. (“We,” “us” or the “Company”) and our subsidiary, Tidel
Engineering, L.P., entered into an asset purchase agreement, dated as of January
12, 2006 (the “Cash Security Asset Purchase Agreement”), with Sentinel
Operating, L.P. (“Buyer”) for the sale of substantially all of the assets of our
Cash Security business (the “Cash Security Business Sale”) to Buyer.
On
January 12, 2006, the Company also entered a stock redemption agreement and
an
extension and conversion agreement with Laurus and Laurus entered into a voting
agreement with Sentinel Technologies, Inc., an affiliate of Buyer.
Pursuant
to the terms of the stock redemption agreement, we have agreed, among other
things, to repurchase from Laurus, upon the closing of the Cash Security
Business Sale, all shares of our common stock held by Laurus. Pursuant to the
terms of the stock redemption agreement, Laurus has agreed (i) to the
cancellation as of the closing date of the Cash Security Business Sale of the
outstanding warrants that it holds to purchase 4,750,000 shares of our common
stock at an exercise price of $.30 per share, and (ii) not to exercise such
warrants prior to the earlier to occur of March 31, 2006 and the date on which
the Cash Security Asset Purchase Agreement is terminated. We entered into an
amendment to the stock redemption agreement as of February 28, 2006, whereby
Laurus agreed to extend this March 31, 2006 date to May 31, 2006.
The
exercise and conversion agreement provided, among other things, for Laurus
to
convert $5,400,000 of our indebtedness outstanding on January 12, 2006 that
it
held into 18,000,000 shares of our common stock. We entered into an amendment
to
the exercise and conversion agreement as of February 28, 2006 whereby Laurus
agreed to extend to (i) April 21, 2006 as the latest date that we could set
as
the record date for establishing the record holders of our common stock entitled
to vote at a special meeting of our stockholders to vote upon the Cash Security
Business Sale, (ii) April 21, 2006 as the latest date by which we could mail
proxy materials to our stockholders in respect of any such special meeting
and
(iii) May 31, 2006 as the latest date by which the Cash Security Business Sale
must occur.
Laurus’
voting agreement with an affiliate of the Buyer provides, among other things,
for Laurus to vote all of the shares of Company common stock that Laurus owns
and any shares over which Laurus exercises voting control in favor of the
approval and adoption of the Cash Security Asset Purchase Agreement, the Cash
Security Business Sale and related transactions and against any competing
transactions proposed to the Company’s stockholders. We entered into an
amendment to the voting agreement as of February 28, 2006, whereby Laurus agreed
to extend until (i) April 21, 2006 as the latest date that we could set as
the
record date for establishing the record holders of our common stock entitled
to
vote at a special meeting of our stockholders to vote upon the Cash Security
Business Sale and (ii) May 31, 2006 as the date on which Laurus will cease
to be
bound by its agreements under the voting agreement.
This
summary of the terms of the amendment to exercise and conversion agreement,
the
amendment to stock redemption agreement and the amendment to Laurus voting
agreement is qualified in its entirety by reference to the agreements filed
as
exhibits hereto.
Item
9.01.
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Financial
Statements and Exhibits
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Exhibit
No.
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Exhibit
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Amendment
to Exercise and Conversion Agreement, dated as of February 28, 2006,
by
and between Sentinel Technologies, Inc., Sentinel Operating, L.P.,
Tidel
Technologies, Inc. and Laurus Master Fund, Ltd.
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Amendment
to Stock Redemption Agreement, dated as of February 28, 2006, by
and
between Tidel Technologies, Inc. and Laurus Master Fund,
Ltd.
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Amendment
to Voting Agreement, dated as of February 28, 2006, by and between
Tidel
Technologies, Inc., Sentinel Technologies, Inc., Sentinel Operating,
L.P.
and Laurus Master Fund, Ltd.
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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.
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TIDEL
TECHNOLOGIES, INC.
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Dated:
March 6, 2006
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By:
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/s/ Mark K. Levenick
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Name:
Mark K. Levenick
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Title:
Interim Chief Executive Officer
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