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): October 6, 2004
Commission File Number 001-15977
Tiger Telematics, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-4051167
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
10210 Centurion Parkway North Suite 600 32256
Jacksonville, FL 32216
(Address of principal executive offices) (Zip Code)
(904) 279-9240
(Registrant's telephone number, including area code)
Item 1.1. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. PURCHASE OF GAMES FROM SCI
LICENSE AGREEMENT.
Gizmondo Europe Ltd, subsidiary of the Company signed a contract with SCi
Entertainment Group Plc (SCi), a leading games publisher, under which Gizmondo
has licensed the right to develop and publish twelve SCi products for the
Gizmondo platform. The agreement covers both currently released titles as well
as those in the pipeline, and establishes the structure for continuing
collaboration between the two companies. The agreement incorporates benchmark
titles like the Conflict series, including the most recent number 1 hit,
Conflict: Vietnam. Also included is the notorious Carmageddon TDR 2000, the
intensely fast Richard Burns Rally, and an A-list 2005/2006 line up to be
announced.
The agreement has Gizmondo paying a minimum guarantee totalling (pound)750,000
allocated by and among the 12 products. The guarantee, which has been paid, is
non-refundable but fully recoverable against earned royalties of each product.
An earned royalty of 50% of net receipts is paid on each product. See the
attached press release and attached license agreement.
ITEM: 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On October 6, 2004 the Company completed a sale, (that began on September 7,
2004), of 4 million shares of its common stock for an aggregate purchase price
of $20 million. No warrants were issued. The Company negotiated the purchase
price with those investors, based upon the market price of the securities at the
time of the negotiation and with an appropriate discount for the restrictions on
resale. Its common stock was issued to sophisticated, accredited foreign
investors or foreign corporations in transactions exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933 as amended. Each had
access to financial information available in public markets and was offered the
opportunity to review any documents that they requested prior to making said
investments. The Company will use a substantial portion of the funds at its
Gizmondo Europe Ltd. subsidiary to buy game content for it's to be launched
Gizmondo multi-entertainment device. The Gizmondo is scheduled to launch in the
UK on October 29, 2004. (See press release attached as Exhibit 99.2)
As noted in previous filings, from time to time, the Company issues shares to
various companies and persons that provide products and services to the Company
including strategic partners, suppliers, distributors, and professional
advisors. The Company anticipates that it will continue this practice. The
Company has also issued warrants to purchase additional shares. The Company
issued to one of its professional advisors, warrants to purchase 250,000 shares
of its common stock at $5.00 per share, expiring in September 2009. The issuance
of the warrants is exempt from registration under Section 4(2) under the
Securities Act of 1933 as amended.
Following completion of issuing the shares pursuant to this transaction, and as
a result of the issuance of shares since May 2004 and prior to the date of this
filing, the Company anticipates, that it will have outstanding approximately
28.5 million common shares and warrants to purchase an aggregate of 495,525
common shares, at exercise prices ranging from $5.00 to $11.25, expiring from
June 30, 2006 to September 30, 2009.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 10.1 SCi License Agreement
The Press Release dated October 11, 2004 re SCi Agreement is attached
hereto as Exhibit 99.1.
The press releases issued by the Company since May 5, 2004 when the
Company filed its last Report on Form 10Q, are attached hereto as Exhibit 99.2
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, thereunto duly authorized.
TIGER TELEMATICS, INC.
(Registrant)
/S/ Michael W. Carrender Chief Executive Officer October 11, 2004
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Michael W. Carrender