sec document
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) August 31, 2004
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TIDEL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-17288 75-2193593
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2900 Wilcrest, Ste. 205, Houston, TX 77042
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 783-8200
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(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 obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| 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 240.14a-12)
|_| 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 31, 2004 (the "Effective Date"), the registrant entered
into a letter agreement the "Agreement") with Laurus Master Fund, Ltd.
("Laurus"). The Agreement, which is attached hereto as Exhibit 99.01 and
incorporated herein by reference, provides for the modification of certain of
the registrant's senior debt agreements with Laurus dated November 25, 2003,
including that certain convertible term note in the amount of $6,450,000 made by
the registrant in favor of Laurus (the "Term Note"), that certain Securities
Purchase Agreement by and between Laurus and the registrant (the "Purchase
Agreement"), that certain Common Stock Purchase Warrant issued to Laurus by the
registrant (the "Warrant") and that certain registration rights agreement
between Laurus and the registrant (the "Registration Rights Agreement"). After
giving effect to the modifications in the Agreement, the unpaid principal
balance of the senior debt is $6,474,238.
As of the Effective Date, the Agreement amends the Term Note, the
Purchase Agreement, the Warrant and the Registration Rights Agreement to reflect
the following: (i) the registrant will make a payment to Laurus of $400,000 (the
"Cure Amount") on or before September 17, 2004 towards a total of $499,238 in
past due accrued interest and penalties, and the remaining $99,238 shall no
longer be due and payable immediately but shall be due and payable at the
Maturity Date (as such term is defined in the Term Note); (ii) monthly principal
payments will recommence February 1, 2005 in the amount of $75,000 per month
through November 30, 2005, and then shall be made as of December 1, 2005 in the
amount of $225,000 per month until the Maturity Date; (iii) the registrant will
resume monthly interest payments on October 1, 2005 at the original contract
rate of prime rate plus 2%; and (iv) the deadlines contained in the senior debt
agreements for the filing of certain Securities and Exchange Commission ("SEC")
filings are extended, and Laurus waives any potential event of default in
connection with the registrant's failure to file the SEC filings prior to the
Effective Date. In addition to the foregoing, the Agreement provides that, so
long as the Cure Amount is received by September 17, 2004, Laurus agrees to
permanently waive the Payment Event of Default (as defined in the Agreement) for
nonpayment. The registrant's failure to pay the Cure Amount by such date would
constitute an Event of Default for nonpayment, and Laurus would be entitled to
all rights and remedies contained in the Term Note, the Purchase Agreement, the
Warrant, the Registration Rights Agreement and the other senior debt agreements.
In consideration of the foregoing, the registrant has lowered the
conversion price of the Term Note and the exercise price of the Warrant from
$.40 to $.30.
For additional information, reference is made to EXHIBIT 99.01
ITEM 8.01 OTHER EVENTS.
On September 3, 2004 the registrant issued a press release
announcing the terms of the Agreement. For additional information, reference is
made to the press release attached hereto as EXHIBIT 99.02 and incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
99.01 Letter Agreement dated August 31, 2004.
99.02 Press Release dated September 3, 2004.
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.
TIDEL TECHNOLOGIES, INC.
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(Registrant)
Date: September 3, 2004
By: /s/ James T. Rash
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James T. Rash
Chief Executive Officer
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.01 Letter Agreement dated August 31, 2004
99.02 Press Release dated September 3, 2004