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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Under Rule 14a-12
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TIDEL
TECHNOLOGIES, INC.
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(Name
of Registrant as Specified in Its Charter)
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NOT
APPLICABLE
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid: $1,936.70
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o
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Fee
paid previously with preliminary
materials:
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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By
Order of the Board of Directors,
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Leonard
Carr
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Secretary
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1.
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To
consider and to vote on a proposal to approve the sale of substantially
all of the assets of our cash security business, consisting of (a)
timed access cash controllers (b) the Sentinel products, (c) the
servicing, maintenance and repair of the timed access cash controllers
or
Sentinel products and (d) all other assets and business operations
associated with the foregoing, pursuant to the asset purchase agreement
attached as Annex A to the proxy
statement;
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2.
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To
consider and to vote on a proposal to file a certificate of amendment
to
our certificate of incorporation to change our name from “Tidel
Technologies, Inc.” to “[__________], Inc.” (or, if that name is
unavailable, to “[__________], Inc.”);
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3.
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To
approve adjournments of the special meeting if deemed necessary to
facilitate the approval of the sale of substantially all of the assets
of
our cash security business and the name change amendment to our
certificate of incorporation, including to permit the solicitation
of
additional proxies if there are not sufficient votes at the time
of the
special meeting to establish a quorum or to approve the sale of our
cash
security business or the name change amendment to our certificate
of
incorporation; and
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4.
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To
transact such other business as may properly be brought before the
special
meeting or any adjournment or postponement
thereof.
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By
Order of the Board of Directors,
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Leonard
Carr
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Secretary
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57
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62
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62
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63
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Asset
Purchase Agreement
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Opinion
of Capitalink, LC
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Form
of Certificate of Amendment to Certificate of
Incorporation
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·
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filing
with or transmitting to our Secretary at the principal executive
offices
of the Company, at or before the special meeting, an instrument
or
transmission of revocation that is dated a later date than the
proxy;
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·
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sending
a later-dated proxy relating to the same shares to our Secretary
at the
principal executive offices of the Company, at or before the special
meeting;
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·
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submitting
a later-dated proxy by the Internet or by telephone, at or before
the
special meeting; or
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·
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attending
the special meeting and voting in person by
ballot.
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·
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the
Asset Purchase Agreement, the Asset Sale and related transactions
are
advisable and fair to and in the best interests of the Company
and its
unaffiliated stockholders; and
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·
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recommended
to the board of directors the approval and adoption of the Asset
Purchase
Agreement and the Amendment.
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·
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determined
that the Asset Purchase Agreement, the Asset Sale and related
transactions
are advisable and fair to and in the best interests of the Company
and its
unaffiliated stockholders;
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·
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approved
and adopted the Asset Purchase Agreement and the Amendment;
and
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·
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recommended
that Tidel’s stockholders vote “FOR” the approval and adoption of the
Asset Purchase Agreement and “FOR” the approval and adoption of the
Amendment.
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·
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Mark
K. Levenick, our Interim Chief Executive Officer and a member of
our
board, and Raymond P. Landry, a member of our board, have been offered
employment positions with Buyer to take effect following the Asset
Sale;
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·
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we
have agreed to make payments of $470,000 in the aggregate to four
of our
executive officers and/or employees, Mark K. Levenick, M. Flynt Moreland,
Troy D. Richard and Robert M. Gutierrez, in connection with the
termination of their employment with the Sellers and upon the closing
of
the Asset Sale; and
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·
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the
Asset Purchase Agreement provides for indemnification for our current
and
former directors and officers for six years following the Asset Sale
with
a proviso that if Tidel is dissolved or ceases to exist for any reason
prior to the end of such six-year period, we will extend our then
in
effect directors’ and officers’ and fiduciaries’ liability insurance
policy on commercially reasonable terms and conditions and with insurance
coverage as comparable as possible with the insurance policy then
in
effect for the current officers and directors of Tidel and our
subsidiaries.
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·
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the
receipt of Company stockholder
approval;
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·
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the
absence of governmental orders, not subsequently vacated, that
have the
effect of making the Asset Sale illegal or that otherwise restrict,
prevent or prohibit the closing;
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·
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the
performance by each of the parties of its covenants under the Asset
Purchase Agreement in all material
respects;
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·
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the
receipt by the Sellers and Buyer of all necessary consents or approvals
required under third-party contracts;
and
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·
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the
accuracy of the parties’ representations and warranties in the Asset
Purchase Agreement in all material respects, including the absence
of a
material adverse effect with respect to
Sellers.
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·
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by
either Sellers or Buyer, as the case may be, upon giving written
notice to
Sellers, in the case of Buyer, or to Buyer, in the case of Sellers,
in the
event (A) Sellers in the case of Buyer, and Buyer in the case of
Sellers,
have breached any representation, warranty, or covenant contained
in the
Asset Purchase Agreement in any material respect, and the terminating
party has notified the breaching party of the breach, and the breach
has
continued without cure for a period of 30 days after the notice of
breach
or if (B) the Asset Sale shall not have occurred on or before September
12, 2006;
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·
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by
Buyer by written notice to Sellers if Sellers, contrary to the terms
of
the Asset Purchase Agreement, fail to deal exclusively with Buyer
in
respect of the sale of the Company’s Cash Security business or fail to
file a proxy and recommend the Asset Sale to a stockholders’ meeting of
the Company; or
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·
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by
Buyer by written notice to Sellers if a majority of the Company’s
non-affiliated directors shall have failed to make or have withdrawn
their
recommendation of the Asset Purchase Agreement or the transactions
contemplated thereby or shall have approved or recommended an alternative
acquisition proposal.
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·
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the
failure to satisfy the conditions to consummation of the Asset
Sale,
including the receipt of the required Tidel stockholder
approval;
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·
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the
occurrence of any event, change or other circumstances that could
give
rise to the termination of the Asset Purchase
Agreement;
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·
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the
failure of the Asset Sale to close for any other
reason;
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·
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the
outcome of legal proceedings that may be instituted against us
and others
in connection with the Asset Purchase Agreement;
and
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·
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the
amount of the costs, fees, expenses and charges related to the
Asset
Sale.
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·
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risks,
uncertainties and factors set forth in our reports and documents
filed
with the Securities and Exchange Commission, or the SEC, (which
reports
and documents should be read in conjunction with this proxy statement;
see
“Where You Can Find Additional
Information”).
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If
total net proceeds to Tidel from the sale of both its ATM division
to NCR
on Jan. 3, 2006 and from the Asset Sale is:
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Then
applicable excess proceeds percentage is
|
Corresponding
range of Laurus Fee
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Greater
than or equal to $14,000,000 and less than $17,000,000
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55.87%
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$7,821,800
to $9,487,899
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Greater
than or equal to $17,000,000 and less than $18,500,000
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56.01%
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$9,521,700
to $10,361,849
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Greater
than or equal to $18,500,000 and less than $19,500,000
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56.1%
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$10,378,500
to $10,939,499
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Greater
than or equal to $19,500,000 and less than $22,000,000
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56.3%
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$10,978,500
to $12,385,999
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Greater
than or equal to $22,000,000 and less than $25,000,000
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56.5%
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$12,430,000
to $14,124,999
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Greater
than or equal to $25,000,000 and less than $27,000,000
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56.7%
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$14,175,000
to $15,308,999
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Greater
than or equal to $27,000,000 and less than $28,000,000
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56.8%
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$15,336,000
to $15,903,999
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·
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the
fact that the Asset Sale consideration is all cash, so that the
transaction will allow the Company to immediately realize a fair
value, in
cash, for its remaining business and will provide the Company’s
stockholders certainty in assessing the value of Buyer’s
bid;
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·
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the
Asset Sale is the result of an active auction process in which
the Company
had contact with 153 potential
bidders;
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·
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historical
and current information concerning the Company’s Cash Security business,
financial performance and condition, operations, technology, management
and competitive position, and current industry, economic and market
conditions, including the Company’s prospects if it were to remain an
independent company;
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·
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the
board’s belief that the Asset Sale is more favorable to the Company’s
stockholders than any other alternative reasonably available to
it and the
Company’s stockholders, including the alternative of remaining a
stand-alone, independent company and the proposals made by the
other
bidders in our auction process, as well as the risks and uncertainties
associated with those alternatives;
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·
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the
decision of Laurus, which held shares representing 49.8% of our
outstanding common stock on the record date, to support the Asset
Sale and
its entry into a voting agreement with Buyer under which it agreed
to vote
its shares in favor of the Asset
Sale;
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·
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the
presentation of Capitalink, including its opinion that, as of the
date of
its opinion and based upon and subject to the factors and assumptions
set
forth in such opinion, the Asset Sale consideration to be received
by the
Company pursuant to the Asset Purchase Agreement is fair, from
a financial
point of view, to the Company’s unaffiliated stockholders (see “The Asset
Sale -- Opinion of Capitalink” and Annex B to this proxy
statement);
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·
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the
financial and other terms and conditions of the Asset Purchase
Agreement,
the fact that they were the product of arm’s-length negotiations between
the parties, and the fact that the independent committee (which
is
comprised solely of independent directors) unanimously recommended
the
approval and adoption of the Asset Purchase Agreement;
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·
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the
terms of the Asset Purchase Agreement, including without
limitation:
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·
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the
provisions of the Asset Purchase Agreement that allow the board
of
directors, under certain limited circumstances if required to comply
with
its fiduciary duties under applicable law, to change its recommendation
that the Company’s stockholders vote in favor of the approval and adoption
of the Asset Purchase Agreement;
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·
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the
provisions of the Asset Purchase Agreement that allow the Company,
under
certain limited circumstances if required by the board of directors
to
comply with its fiduciary duties under applicable law, to furnish
information to and conduct negotiations with third
parties;
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·
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the
provisions of the Asset Purchase Agreement that provide the board
of
directors the ability to terminate the Asset Purchase Agreement
in order
to accept a financially superior proposal (subject to certain conditions
contained in the Asset Purchase Agreement and the payment to Buyer
of
$400,000); and
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·
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the
conclusion of the board of directors that the requirement to pay
Buyer
$400,000 in the event that the Asset Purchase Agreement is terminated
under certain circumstances was reasonable in light of the benefits
of the
Asset Sale, the auction process conducted by the Company and commercial
practice; and
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·
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the
fact that the completion of the Asset Sale requires the approval
and
adoption of the holders of a majority of the Company’s common stock
outstanding on the record date.
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·
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the
fact that if the Company waited until after November 26, 2009 in
order to
sell its Cash Security business, the amounts payable to Laurus
under the
Laurus Fee Agreement in respect of such a sale would be substantially
reduced;
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·
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the
risk that the Asset Sale might not be completed in a timely manner
or at
all, including the risk that the Asset Sale will not occur if Buyer
fails
to obtain financing;
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·
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the
interests of the Company’s management in the Asset
Sale;
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·
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the
fact that the Company will no longer exist as an operating
company;
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·
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the
fact that the Company’s stockholders will not participate in any future
earnings or growth of the Cash Security
business;
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·
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the
fact that the Company was entering into an Asset Purchase Agreement
with a
newly formed entity with essentially no assets and, accordingly,
that the
Company will have no recourse for a failure by Buyer to close or
for a
breach of the Asset Purchase
Agreement;
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·
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the
restrictions on the conduct of the Company’s business prior to completion
of the Asset Sale, requiring the Company to conduct its business
only in
the ordinary course, subject to specific limitations or Buyer’s consent,
which may delay or prevent the Company from undertaking business
opportunities that may arise pending completion of the Asset
Sale;
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·
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the
restrictions on the board’s ability to solicit or engage in discussions or
negotiations with a third party regarding specified transactions
involving
the Company and the requirement that the Company pay Buyer $400,000
in
certain cases in the event of a termination of the Asset Purchase
Agreement on the part of Sellers;
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·
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the
risk of diverting management focus and resources from other strategic
opportunities and from operational matters while working to implement
the
Asset Sale; and
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·
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the
possibility of management and employee disruption associated with
the
Asset Sale.
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·
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the
independent committee, which consists entirely of directors who
are not
officers or employees of Tidel, acted to represent solely the interests
of
the unaffiliated stockholders and to negotiate with Buyer and Laurus
on
behalf of such stockholders;
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·
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no
member of the independent committee has an interest in the proposed
Asset
Sale different from that of our other stockholders, other than
the fact
that members of the independent committee may receive up to $400,000
in
the aggregate following the Asset Sale in recognition of their
extraordinary service to the Company and members of the independent
committee will be entitled to customary indemnification and officer
and
director liability insurance coverage under the terms of the Asset
Sale;
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·
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the
independent committee received legal advice from Olshan, as legal
advisor,
which has extensive experience in transactions similar to the Asset
Sale;
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·
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the
Asset Sale was unanimously approved by the directors present at
the
meeting called for that purpose, which included all of the directors
except Mark K. Levenick and Raymond P. Landry who abstained from
voting on
that matter;
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·
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the
independent committee requested and received from Capitalink an
opinion
that the consideration to be paid pursuant to the Asset Purchase
Agreement
was fair from a financial point of view to our unaffiliated
stockholders;
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·
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the
independent committee, with the assistance of its legal advisor,
conducted
extensive negotiations with Buyer and had the authority to reject
the
terms of the Asset Sale. As a result of these negotiations, the
independent committee believed that the purchase price payable
under the
Asset Purchase Agreement was the highest price that Buyer was willing
to
pay in the Asset Sale;
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·
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the
Company’s ability, subject to compliance with the terms and conditions
of
the Asset Purchase Agreement, to terminate the Asset Purchase Agreement
prior to the completion of the Asset Sale in order to approve any
alternative transaction proposed by a third party that is a “superior
proposal,” as defined in the Asset Purchase Agreement;
and
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·
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the
fact that the unaffiliated stockholders have the right to vote
on the
Asset Purchase Agreement.
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·
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the
Asset Purchase Agreement, the Asset Sale and related transactions
are
advisable and fair to and in the best interests of the Company and
its
unaffiliated stockholders;
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·
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recommended
to the board of directors the approval and adoption of the Asset
Purchase
Agreement; and
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·
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the
Asset Sale represented the most favorable alternative reasonably
available
to the Company and its unaffiliated
stockholders.
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·
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are
advisable and are fair to and in the best interests of the Company
and its
unaffiliated stockholders and has approved and adopted the Asset
Purchase
Agreement; and
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·
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recommends
that Tidel’s stockholders vote “FOR” the approval and adoption of the
Asset Purchase Agreement.
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·
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Reviewed
the Asset Purchase Agreement.
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·
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Reviewed
publicly available financial information and other data with respect
to
Tidel, including the Annual Report on Form 10-K (and amendments
thereto)
for the year ended September 30, 2004, the Quarterly Report on
Form 10-Q
for the nine months ended June 30, 2005, the Proxy Statement on
Schedule
14A filed November 30, 2005, and the Current Report on Form 8-K
filed
November 30, 2005.
|
|
·
|
Reviewed
non-public information and other data with respect to Tidel, including
various internal financial management
reports.
|
|
·
|
Reviewed
the range of the purchase price payable under the Asset
Sale.
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·
|
Considered
the historical financial results and present financial condition
of the
Cash Security business.
|
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·
|
Reviewed
and analyzed the Cash Security business’s projected unlevered free cash
flows and prepared a discounted cash flow analysis.
|
|
·
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Reviewed
and analyzed certain financial characteristics of publicly-traded
companies that were deemed to have characteristics comparable to
the Cash
Security business.
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|
·
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Reviewed
and analyzed certain financial characteristics of target companies
in
transactions where such target company was deemed to have characteristics
comparable to that of the Cash Security
business.
|
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·
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Reviewed
the Cash Security business’s projected future cash flows and prepared a
leveraged buyout analysis.
|
|
·
|
Reviewed
an analysis prepared by Stifel regarding the marketing of the Cash
Security business for sale, including bids
received.
|
|
·
|
Net
revenue has increased significantly over the review period from
approximately $7.7 million in fiscal year 2002 to approximately
$19.4
million in fiscal year 2005 representing a compound annual growth
rate of
35.9%. This increase in revenue is attributed to the increase in
the
number of Sentinel units sold, particularly in fiscal year 2005
when an
estimated 1,867 units were sold, compared with 240 in fiscal year
2003 and
191 in fiscal year 2004.
|
|
·
|
Gross
profit increased from approximately $3.0 million in fiscal year
2002 to
approximately $8.6 million in fiscal year 2005. Normalized earnings
before
interest, taxes, depreciation and amortization, or EBITDA, also
increased
over the review period in line with revenues and gross margin from
approximately $0.5 million in fiscal year 2002 to approximately
$4.1
million in fiscal year 2005.
|
|
·
|
The
Company expects continued future increases in sales, as a result
of
increased demand for the Sentinel product (primarily due to a major
contract with a single customer) and upgrades to existing TACC
locations.
|
|
·
|
The
enterprise value to last twelve month revenue multiple ranged from
0.51
times to 2.68 times, with a mean of 1.64
times.
|
|
·
|
The
enterprise value to calendar year 2005 revenue multiple ranged
from 0.46
times to 2.21 times, with a mean of 1.39
times.
|
|
·
|
The
enterprise value to calendar year 2006 revenue multiple ranged
from 0.36
times to 1.95 times, with a mean of 1.25
times.
|
|
·
|
The
enterprise value to last twelve month EBITDA multiple ranged from
7.3
times to 10.8 times, with a mean of 9.2
times.
|
|
·
|
The
enterprise value to calendar year 2005 EBITDA multiple ranged from
7.2
times to 12.0 times, with a mean of 9.1
times.
|
|
·
|
The
enterprise value to calendar year 2006 EBITDA multiple ranged from
6.1
times to 9.8 times, with a mean of 8.1
times.
|
|
·
|
The
enterprise value to mean fiscal year 2004 and fiscal year 2005
EBITDA
multiple ranged from 8.2 times to 15.8 times, with a mean of 11.0
times.
|
|
·
|
The
Cash Security business has little operating profit
history.
|
|
·
|
Current
and future EBITDA is heavily dependent on one product
line.
|
|
·
|
Current
and future EBITDA is heavily dependent on one
customer.
|
|
·
|
The
product sold by the Cash Security business is highly
specialized.
|
|
·
|
Lack
of public company costs, as noted
above.
|
|
·
|
Between
0.80 and 1.0 times last twelve month 2005
revenue.
|
|
·
|
Between
0.65 and 0.85 times calendar year 2006
revenue.
|
|
·
|
Between
6.0 and 8.0 times Mean EBITDA (fiscal year 2004-fiscal year
2005).
|
|
·
|
Between
3.5 and 4.5 times last twelve month 2005
EBITDA.
|
|
·
|
Between
3.0 and 4.0 times calendar year 2006
EBITDA.
|
|
·
|
The
enterprise value to last twelve month revenue multiple ranged from
0.24
times to 1.17 times, with a mean of 0.83
times.
|
|
·
|
The
enterprise value to last twelve month EBITDA multiple ranged from
3.5
times to 10.7 times, with a mean of 8.1
times.
|
|
·
|
The
Cash Security business has little operating profit
history.
|
|
·
|
Current
and future EBITDA is heavily dependent on one product
line.
|
|
·
|
Current
and future EBITDA is heavily dependent on one
customer.
|
|
·
|
The
product sold by the Cash Security business is highly
specialized.
|
|
·
|
The
leveraged buyout firm target return is expected to be between 30.0%
and
35.0%.
|
|
·
|
The
Cash Security business is sold at the end of fiscal 2010 at an
EBITDA
multiple of 4.0 times to 5.0 times.
|
|
·
|
Total
debt of $8.0 million is used to leverage the
investment.
|
|
·
|
$______
million to be paid to Laurus in respect of the Laurus
Fee;
|
|
·
|
$______
million to be paid to Laurus upon the redemption of all the shares
of our
common stock that it holds;
|
|
·
|
$470,000
in aggregate amount to be paid as a termination payments to four
officers
of Sellers upon the closing of the Asset Sale;
|
|
·
|
up
to $400,000 payable to our independent directors in respect of
their
extraordinary services to the Company;
and
|
|
·
|
$____
million to pay related fees and expenses of the Company in connection
with
the Asset Sale and related
transactions.
|
|
·
|
Accounting
fees and expenses;
|
|
·
|
Advisory
fees and expenses;
|
|
·
|
Legal
fees and expenses;
|
|
·
|
Printing,
solicitation and mailing costs;
|
|
·
|
SEC
filing fee; and
|
|
·
|
Miscellaneous
expenses.
|
|
·
|
Our
filings for recent periods with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 will not contain any
untrue
statement of a material fact or omit to state any material fact
necessary
in order to make the statements made therein, in the light of the
circumstances under which they were made, not
misleading;
|
|
·
|
Our
financial statements, including the accuracy
thereof;
|
|
·
|
The
absence of any material adverse change since June 30, 2005, including,
without limiting the scope of this representation, our entry into
agreements or the occurrence of specified events either involving
more
than $10,000 or outside our ordinary course of
business;
|
|
·
|
The
absence of undisclosed liabilities relating to our Cash Security
business;
|
|
·
|
Our
compliance in all material respects with all applicable
laws;
|
|
·
|
Taxes,
including as to our proper, accurate and timely filing and payment
of
taxes;
|
|
·
|
Leased
realty, including that we are in compliance under our leases of
realty,
including as a result of the Asset Sale, and that we have not transferred
interests in our leased realty to other persons and that our leased
realty
is in good condition and repair;
|
|
·
|
Real
property use in connection with the Cash Security business, including
that
we hold all material permits that are appropriate for us to use
our leased
realty;
|
|
·
|
Intellectual
property, including that we have the right to use all intellectual
property desirable for the operation of our Cash Security business
as
presently conducted or as presently proposed to be conducted, that
we have
not infringed on the intellectual property rights of third
parties;
|
|
·
|
Tangible
assets, including that all tangible assets necessary for the operation
of
our Cash Security business have been maintained in accordance with
normal
industry practice and are in good operating condition and
repair;
|
|
·
|
Inventory,
including that all of our inventory is merchantable and fit for
the
purpose for which it was procured or manufactured, and none of
it is
slow-moving, obsolete, damaged, or defective subject to the reserve
for
inventory writedown on our June 30, 2005 balance
sheet;
|
|
·
|
Contracts,
including that all our material contracts, generally speaking our
contracts involving amounts in excess of $10,000, are, and following
the
Asset Sale, will continue to be, legal, valid, binding, enforceable,
and
in full force and effect; and are freely assignable to
Buyer;
|
|
·
|
Insurance,
including that we have in full force and effect insurance policies
insuring the properties and assets of our Cash Security
business;
|
|
·
|
Litigation,
including as to the absence of any litigation affecting our Cash
Security
business that would reasonably be expected to result in any material
adverse change;
|
|
·
|
Product
warranties and product liabilities, including that each product
manufactured, sold, leased, or delivered by our Cash Security business
has
been in conformity with all product warranties and there is no
liability
or basis for future liability for damages to third parties for
such
products;
|
|
·
|
Employee
matters including, that no employee of the Cash Security business
is party
to any agreement with third parties that would limit the performance
of
such employees’ duties with the Sellers and that there are no labor
disputes occurring or to Sellers’ knowledge,
threatened;
|
|
·
|
Employee
benefit plans, including that each such plan has been maintained,
funded
and administered in accordance with the terms of such plan, and
that there
have been no prohibited transactions with respect to such plan
and that
Buyer will have no liability with respect to such
plan;
|
|
·
|
Environmental,
health, and safety requirements, including that each of Sellers,
and their
respective predecessors and affiliates has complied and is in material
compliance with all environmental, health, and safety requirements;
and
|
|
·
|
Customers
and suppliers, including that no customer of, or material supplier
to, the
Cash Security business has indicated that it shall stop, or decrease
the
rate of, supplying materials, products or services to the Cash
Security
business.
|
|
·
|
not
to engage in any practice, take any action, or enter into any transaction
outside the ordinary course of business;
|
|
·
|
to
keep our business and properties substantially intact, including
our
present operations, physical facilities, working conditions, and
relationships with lessors, licensors, suppliers, customers, and
employees;
|
|
·
|
to
permit representatives of Buyer to have reasonable access to all
premises,
personnel, records, and contracts of Sellers;
and
|
|
·
|
to
take all actions that a reasonably prudent person would undertake
with
respect to litigation involving Engineering and Corporate
Safe Specialists, Inc. and
to diligently defend this litigation, provided, however, that any
material
actions with respect to this litigation will require the prior
written
consent of Buyer, which consent is not be unreasonably
withheld.
|
|
·
|
the
parties will take such further actions as the other party may reasonably
request, all at the sole cost and expense of the requesting
party;
|
|
·
|
Sellers
shall not use the term“Tidel”
or “Sentinel” or any derivations thereof as part of their respective
names;
|
|
·
|
In
the event a party is contesting or defending any matter arising
out of the
Asset Sale, the other party will cooperate with the contesting
or
defending party;
|
|
·
|
Sellers
shall not do anything that would harm the business relationships
between
its customers, suppliers and other business associates and Buyer
after
closing the Asset Sale;
|
|
·
|
For
a period of five years from and after the Asset Sale, Sellers shall
not
compete in any business that the Company’s Cash Security business conducts
as of the closing of the Asset Sale and shall not solicit any employee
of
Buyer to leave the employment of Buyer or solicit any customer
or
potential customer of Buyer to cease or reduce its business with
Buyer;
|
|
·
|
Buyer
shall undertake and have the sole right to direct on behalf of
itself and
Sellers, the defense of ongoing litigation involving Engineering
with
counsel of its choice, provided that in the event Sellers shall
incur any
adverse consequences in connection with the litigation subsequent
to the
Asset Sale, then Buyer shall indemnify Sellers from and against
the
entirety of any such adverse consequences to the extent they are
incurred
as a result of the breach of the Asset Purchase Agreement or the
negligent
action or inaction of Sellers;
|
|
·
|
All
rights to indemnification or exculpation now existing in favor
of the
employees, agents, directors or officers of Tidel and its subsidiaries
in
effect on the date of the Asset Purchase Agreement will continue
in full
force and effect for a period of six years after the Asset Sale;
and
|
|
·
|
Tidel,
for a period of six years after the Asset Sale, will maintain directors’
and officers’ and fiduciaries’ liability insurance covering the officers
and directors of Tidel and its subsidiaries as of the date of the
Asset
Purchase Agreement on comparable terms and coverage as is in effect
for
the officers and directors of Tidel and its subsidiaries on the
date of
the Asset Sale and if Tidel is dissolved prior to the termination
of this
six year period, Tidel shall first have extended and paid Tidel’s
directors’ and officers’ and fiduciaries’ liability insurance policy on
commercially reasonable terms for all directors and officers of
Tidel as
of the date of the Asset Purchase
Agreement.
|
|
·
|
to
duly call, give notice of, convene and hold a meeting of our stockholders
as soon as reasonably practicable for the purpose of voting on
the
approval and adoption of the Asset Purchase Agreement and transactions
contemplated under it, including the
Amendment;
|
|
·
|
to
promptly prepare and file with the SEC, use its commercially reasonable
best efforts to have cleared by the SEC and thereafter mail to
its
stockholders as promptly as practicable, a proxy statement and
all other
proxy materials for such meeting;
|
|
·
|
to
use its commercially reasonable best efforts to obtain the necessary
approvals by its stockholders of the Asset Purchase Agreement and
the
transactions contemplated thereby and the Amendment;
and
|
|
·
|
to
hire MacKenzie Partners, Inc., or another proxy solicitor of equivalent
stature, to assist the Company in the solicitation of votes and
proxies
for the stockholder meeting.
|
|
·
|
the
representations and warranties of Sellers in the Asset Purchase
Agreement
shall be true and correct in all material
respects;
|
|
·
|
Sellers
shall have performed and complied with all of the covenants in
the Asset
Purchase Agreement in all material
respects;
|
|
·
|
Sellers
shall have procured all of the third-party consents required to
be
obtained in connection with the Asset
Sale;
|
|
·
|
no
action, suit, or proceeding shall be pending or threatened in respect
of
the Asset Sale;
|
|
·
|
no
material adverse effect shall have
occurred;
|
|
·
|
there
shall not have been an adverse change or impact with respect to
Sellers or
Buyer in connection with ongoing
litigation;
|
|
·
|
stockholders
holding at least a majority of our common stock outstanding at
the close
of business on the record date shall approved the Asset Purchase
Agreement
and the Amendment;
|
|
·
|
Sellers
shall have delivered the assets to be acquired by Buyer under the
Asset
Sale, free of all liens and shall provided Buyer with evidence
of the
release of all liens affecting such
assets;
|
|
·
|
Sellers,
Tidel Cash Systems, Inc. and Tidel Services, Inc. shall have changed
their
respective names such that they do not contain the terms “Tidel” or
“Sentinel” or any derivations thereof and shall have provided to Buyer
evidence thereof reasonably satisfactory to Buyer;
and
|
|
·
|
Sellers
shall have terminated the employment agreements of its executive
officers
on terms reasonably satisfactory to
Buyer.
|
|
·
|
the
representations and warranties of Buyer in the Asset Purchase Agreement
shall be true and correct in all material
respects;
|
|
·
|
Buyer
shall have performed and complied with all of the covenants in
the Asset
Purchase Agreement in all material
respects;
|
|
·
|
no
action, suit, or proceeding shall be pending or threatened in respect
of
the Asset Sale; and
|
|
·
|
stockholders
holding at least a majority of our common stock outstanding at
the close
of business on the record date shall approved the Asset Purchase
Agreement
and the Amendment.
|
|
·
|
by
mutual written consent of the
parties;
|
|
·
|
by
either Sellers or Buyer, as the case may be, upon giving written
notice to
Sellers in the case of Buyer, and to Buyer in the case of Sellers,
in the
event (A) Sellers in the case of Buyer, and Buyer in the case of
Sellers,
have breached any representation, warranty, or covenant contained
in the
Asset Purchase Agreement in any material respect, and the terminating
party has notified the breaching party of the breach, and the breach
has
continued without cure for a period of 30 days after the notice of
breach
or if (B) the Asset Sale shall not have occurred on or before September
12, 2006;
|
|
·
|
by
Buyer by written notice to Sellers if Sellers, contrary to the terms
of
the Asset Purchase Agreement, fail to deal exclusively with Buyer
in
respect of the sale of the Company’s Cash Security business or fail to
file a proxy and recommend the Asset Sale to a stockholders’ meeting of
the Company; or
|
|
·
|
by
Buyer by written notice to Sellers if a majority of the Company’s
non-affiliated directors shall have failed to make or have withdrawn
their
recommendation of the Asset Purchase Agreement or the transactions
contemplated thereby or shall have approved or recommended an alternative
acquisition proposal.
|
|
·
|
extend
the time for the performance of any of the obligations or other
acts of
the other parties in the Asset Purchase
Agreement;
|
|
·
|
waive
in writing any inaccuracies in the representations and warranties
contained in the Asset Purchase Agreement and the disclosure schedules
to
the Asset Purchase Agreement; and
|
|
·
|
waive
in writing compliance with any of the agreements or conditions
contained
in the Asset Purchase
Agreement.
|
|
·
|
each
current director of the Company;
|
|
·
|
the
chief executive officer and the four other most highly compensated
executive officers whose salary and bonus for the fiscal year ended
September 30, 2005 were in excess of $100,000 (collectively, the
“named
executive officers”).
|
|
·
|
all
named executive officers and directors of the Company as a group;
and
|
|
·
|
each
other person known to the Company to own beneficially more than
five
percent of the outstanding Common Stock.
|
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial
Ownership
|
Percent
of Class(1)
|
||||||||
|
Laurus
Master Fund, Ltd
|
19,251,000
|
(2) |
|
|
49.8
|
%
|
||||
|
Mark
K. Levenick
|
390,000
|
(3) |
|
|
1.0
|
%
|
||||
|
Jerrell
G. Clay
|
181,405
|
*
|
||||||||
|
Raymond
P. Landry
|
38,500
|
*
|
||||||||
|
Stephen
P. Griggs
|
—
|
*
|
||||||||
|
Robert
D. Peltier
|
---
|
*
|
||||||||
|
Directors
and Executive Officers
as a group (5 persons)(4)
|
609,905
|
1.6
|
%
|
|||||||
|
*
|
Less
than one percent.
|
|
(1)
|
Based
upon 38,677,210 shares
outstanding as of January 13, 2006.
|
|
(2)
|
The
number of shares currently beneficially owned by Laurus as of January
13,
2006 is reflected above. On January 13, 2006, Laurus converted
$5,400,000
in aggregate principal amount of convertible Sellers’ debt it held into
18,000,000 shares of our common stock pursuant to the terms of
the
underlying debt and an exercise and conversion agreement, dated
as of
January 12, 2006. The exercise and conversion agreement also provides
that
if
the Asset Sale does not occur by March 31, 2006, Tidel will immediately
redeem from Laurus the 18,000,000 shares of our common stock issued
to
Laurus
on
January 13, 2006. For more information on these transactions with
Laurus
see “Related Party Transactions” and “Special Factors.” The address of
Laurus is c/o M&C Corporate Services Ltd., P.O. Box 309 GT, Ugland
House, South Church Street, George Town, Grand Cayman, Cayman
Islands.
|
|
(3)
|
Includes
275,000 shares which could be acquired within 60 days upon exercise
of
outstanding options at exercise prices of (i) $1.25 per share as
to
100,000 shares, (ii) $1.875 per share as to 75,000 shares and (iii)
$2.50
per share as to 100,000 shares.
|
|
(4)
|
A
former executive officer, Michael F. Hudson, accepted a new employment
position on January 1, 2006 with the purchaser of our ATM division
and
terminated his employment with Sellers. No shares held by Mr. Hudson
are
included on the above table.
|
|
|
Years
Ended September 30,
|
|||||||||||||||
|
SELECTED
STATEMENT OF OPERATIONS DATA:(1)
|
2005
|
2004
|
2003
|
2002
|
2001
|
|||||||||||
|
Net
income (loss)(2)
|
$
|
(3,286
|
)
|
$
|
11,318
|
$
|
(9,237
|
)
|
$
|
(14,078
|
)
|
$
|
(25,942
|
)
|
||
|
Net
income (loss) per share:
|
||||||||||||||||
|
Basic
|
(.16
|
)
|
.65
|
(0.53
|
)
|
(0.81
|
)
|
(1.49
|
)
|
|||||||
|
Diluted
|
(.16
|
)
|
.37
|
(0.53
|
)
|
(0.81
|
)
|
(1.49
|
)
|
|||||||
|
|
As
of September 30,
|
|||||||||||||||
|
SELECTED
BALANCE SHEET DATA:(1)
|
2005
|
2004
|
2003
|
2002
|
2001
|
|||||||||||
|
Current
assets
|
$
|
16,908
|
$
|
10,129
|
$
|
11,773
|
$
|
17,263
|
$
|
28,797
|
||||||
|
Current
liabilities
|
13,177
|
8,190
|
32,109
|
28,487
|
28,547
|
|||||||||||
|
Working
capital (deficit)
|
3,731
|
1,939
|
(20,336
|
)
|
(11,224
|
)
|
250
|
|||||||||
|
Total
assets
|
17,537
|
10,778
|
14,430
|
19,907
|
33,837
|
|||||||||||
|
Total
short-term and long-term debt (net of discount)
|
4,421
|
175
|
2,279
|
20,000
|
23,424
|
|||||||||||
|
Shareholders’
equity (deficit)
|
2,263
|
2,588
|
(17,679
|
)
|
(8,580
|
)
|
5,194
|
|||||||||
|
(1)
|
All
amounts are in thousand except per share dollar
amounts.
|
|
(2)
|
Income
tax expense (benefit) was $0, $(81,229), $0, $(293,982), and $(3,416,030)
for the years ended September 30, 2005, 2004, 2003, 2002, and 2001,
respectively.
|
|
Years
Ended September 30,
|
|||||||
|
|
2005
|
2004
|
|||||
|
ASSETS
|
|
|
|||||
|
Current
Assets:
|
|
|
|||||
|
Cash
and cash equivalents
|
$
|
1,003,663
|
$
|
258,120
|
|||
|
Trade
accounts receivable, net
|
250,000
|
250,000
|
|||||
|
Other
receivables
|
12,965
|
1,003,723
|
|||||
|
Prepaid
expenses and other
|
170,231
|
42,153
|
|||||
|
Total
current assets
|
1,436,859
|
1,553,996
|
|||||
|
Property,
plant and equipment, at cost
|
55,641
|
44,075
|
|||||
|
Accumulated
depreciation
|
(42,848
|
)
|
(37,871
|
)
|
|||
|
Net
property, plant and equipment
|
12,793
|
6,204
|
|||||
|
Other
assets
|
615,763
|
643,305
|
|||||
|
Total
assets
|
$
|
2,065,415
|
$
|
2,203,505
|
|||
|
LIABILITIES
|
|||||||
|
Current
Liabilities:
|
|||||||
|
Current
maturities of long-term debt, net of discount of $0 and $725,259,
respectively
|
$
|
2,325,000
|
$
|
174,741
|
|||
|
Accounts
payable
|
431,876
|
331,576
|
|||||
|
Accrued
interest payable
|
2,135,852
|
793,577
|
|||||
|
Reserve
for settlement of class action litigation
|
—
|
1,564,490
|
|||||
|
Other
accrued liabilities
|
290,871
|
326,675
|
|||||
|
Total
current liabilities
|
5,183,599
|
3,191,059
|
|||||
|
Long-term
debt, net of current maturities and debt discount of $3,746,531 and
$5,767,988, respectively
|
2,096,457
|
—
|
|||||
|
Total
liabilities
|
$
|
7,280,056
|
$
|
3,191,059
|
|||
|
|
Years
Ended September 30,
|
|||||||||
|
|
2005
|
2004
|
2003
|
|||||||
|
Revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
|
Selling,
general and administrative
|
1,805,484
|
2,011,257
|
1,889,907
|
|||||||
|
Depreciation
and amortization
|
4,977
|
4,146
|
10,742
|
|||||||
|
Operating
loss
|
(1,810,461
|
)
|
(2,015,403
|
)
|
(1,900,649
|
)
|
||||
|
Gain
on extinguishment of debt
|
—
|
18,823,000
|
—
|
|||||||
|
Gain
on sale of securities
|
—
|
1,918,012
|
—
|
|||||||
|
Interest
expense
|
(6,549,069
|
)
|
(4,200,668
|
)
|
(2,466,536
|
)
|
||||
|
Continuing
income (loss) before taxes
|
(8,359,530
|
)
|
14,524,941
|
(4,367,185
|
)
|
|||||
|
Income
tax benefit
|
—
|
(81,229
|
)
|
—
|
||||||
|
Net
Income (loss) from continuing operations
|
$
|
(8,359,530
|
)
|
$
|
14,606,170
|
$
|
(4,367,185
|
)
|
||
|
As
of September 30,
|
|||||||
|
|
2005
|
2004
|
|||||
|
ASSETS
|
|
|
|||||
|
Current
Assets:
|
|
|
|||||
|
Cash
and cash equivalents
|
$
|
—
|
$
|
—
|
|||
|
Trade
accounts receivable, net
|
2,310,262
|
1,983,931
|
|||||
|
Inventories
|
7,323,439
|
3,432,828
|
|||||
|
Prepaid
expenses and other
|
392,972
|
157,490
|
|||||
|
Total
current assets
|
10,026,673
|
5,574,249
|
|||||
|
Property,
plant and equipment, at cost
|
4,337,677
|
4,286,617
|
|||||
|
Accumulated
depreciation
|
(4,216,152
|
)
|
(3,977,412
|
)
|
|||
|
Net
property, plant and equipment
|
121,525
|
309,205
|
|||||
|
Other
assets
|
27,297
|
27,297
|
|||||
|
Total
assets
|
$
|
10,175,495
|
$
|
5,910,751
|
|||
|
LIABILITIES
|
|||||||
|
Current
Liabilities:
|
|||||||
|
Accounts
payable
|
$
|
1,681,288
|
$
|
1,686,732
|
|||
|
Other
accrued expenses
|
1,814,634
|
836,289
|
|||||
|
Total
liabilities
|
$
|
3,495,922
|
$
|
2,523,021
|
|||
|
|
Years
Ended September 30,
|
|||||||||
|
|
2005
|
2004
|
2003
|
|||||||
|
Net
sales
|
$
|
15,497,834
|
$
|
15,047,292
|
$
|
10,435,118
|
||||
|
Cost
of sales
|
9,508,120
|
11,762,082
|
9,675,580
|
|||||||
|
Gross
profit
|
5,989,714
|
3,285,210
|
759,538
|
|||||||
|
Selling,
general and administrative
|
4,768,880
|
4,709,478
|
3,944,795
|
|||||||
|
Depreciation
and amortization
|
255,967
|
292,543
|
647,640
|
|||||||
|
Operating
income (loss)
|
964,867
|
(1,716,811
|
)
|
(3,832,897
|
)
|
|||||
|
Non-operating
expense
|
—
|
16,456
|
66,581
|
|||||||
|
Net
income (loss)
|
$
|
964,867
|
$
|
(1,733,267
|
)
|
$
|
3,899,478
|
|||
|
Years
Ended September 30,
|
|||||||
|
|
2005
|
2004
|
|||||
|
ASSETS
|
|
|
|||||
|
Current
Assets:
|
|
|
|||||
|
Cash
and cash equivalents
|
$
|
—
|
$
|
—
|
|||
|
Trade
accounts receivable, net
|
1,856,523
|
1,076,362
|
|||||
|
Inventories
|
3,137,818
|
1,350,631
|
|||||
|
Prepaid
expenses and other
|
198,057
|
93,087
|
|||||
|
Total
current assets
|
5,192,398
|
2,520,080
|
|||||
|
Property,
plant and equipment, at cost
|
1,097,604
|
1,091,197
|
|||||
|
Accumulated
depreciation
|
(1,020,015
|
)
|
(972,920
|
)
|
|||
|
Net
property, plant and equipment
|
77,589
|
118,277
|
|||||
|
Other
assets
|
25,631
|
25,631
|
|||||
|
Total
assets
|
$
|
5,295,618
|
$
|
2,663,988
|
|||
|
LIABILITIES
|
|||||||
|
Current
Liabilities:
|
|||||||
|
Current
maturities
|
$
|
1,852
|
$
|
8,951
|
|||
|
Accounts
payable
|
1,397,394
|
1,380,054
|
|||||
|
Other
accrued expenses
|
3,069,278
|
1,058,001
|
|||||
|
Total
current liabilities
|
4,468,524
|
2,447,006
|
|||||
|
Long-term
debt, net of current maturities
|
28,708
|
28,709
|
|||||
|
Total
liabilities
|
$
|
4,497,232
|
$
|
2,475,715
|
|||
|
|
Years
Ended September 30,
|
|||||||||
|
|
2005
|
2004
|
2003
|
|||||||
|
Net
sales
|
$
|
19,435,222
|
$
|
7,467,194
|
$
|
7,359,181
|
||||
|
Cost
of sales
|
10,870,947
|
5,350,108
|
4,936,867
|
|||||||
|
Gross
profit
|
8,564,275
|
2,117,086
|
2,422,314
|
|||||||
|
Selling,
general and administrative
|
4,449,550
|
3,550,491
|
3,184,314
|
|||||||
|
Depreciation
and amortization
|
29,868
|
84,008
|
141,473
|
|||||||
|
Operating
income (loss)
|
4,084,857
|
(1,517,413
|
)
|
(903,473
|
)
|
|||||
|
Non-operating
income ( expense )
|
(23,884
|
)
|
37,918
|
66,581
|
||||||
|
Net
income (loss)
|
$
|
4,108,741
|
$
|
(1,555,331
|
)
|
$
|
(970,054
|
)
|
||
|
As
of September 30,
|
||||||||||
|
|
2005
|
2004
|
2003
|
|||||||
|
ASSETS
|
||||||||||
|
Current
Assets:
|
||||||||||
|
Cash
and cash equivalents
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
|
Trade
accounts receivable, net
|
1,856,523
|
1,076,362
|
972,965
|
|||||||
|
Inventories
- Net of Allowance for obsolete inventories
|
3,137,818
|
1,350,631
|
2,184,755
|
|||||||
|
Prepaid
expenses and other
|
198,057
|
93,087
|
214,403
|
|||||||
|
Total
current assets
|
5,192,398
|
2,520,080
|
4,146,035
|
|||||||
|
Property,
plant and equipment, at cost
|
1,097,604
|
1,091,197
|
1,070,291
|
|||||||
|
Accumulated
depreciation
|
(1,020,015
|
)
|
(972,920
|
)
|
(873,078
|
)
|
||||
|
Net
property, plant and equipment
|
77,589
|
118,277
|
197,213
|
|||||||
|
Other
assets
|
25,631
|
25,631
|
25,631
|
|||||||
|
Total
assets
|
$
|
5,295,618
|
$
|
2,663,988
|
$
|
4,368,879
|
||||
|
|
||||||||||
|
LIABILITIES
|
||||||||||
|
Current
Liabilities:
|
||||||||||
|
Current
Maturities of Long Term Debt
|
$
|
1,852
|
$
|
8,951
|
$
|
—
|
||||
|
Accounts
payable
|
1,397,394
|
1,380,054
|
819,921
|
|||||||
|
Other
accrued expenses
|
3,069,278
|
1,058,001
|
492,862
|
|||||||
|
Total
Current Liabilities
|
4,468,524
|
2,447,006
|
1,312,783
|
|||||||
|
Long-term
debt, net of current maturities
|
28,708
|
28,709
|
—
|
|||||||
|
Total
liabilities
|
$
|
4,497,232
|
$
|
2,475,715
|
$
|
1,312,783
|
||||
|
As
of September 30, 2005
|
|||||||||||||
|
As
Reported
|
Pro
Forma
Adjustments
|
Pro
Forma
|
|||||||||||
|
ASSETS
|
|||||||||||||
|
Current
Assets:
|
|||||||||||||
|
Cash
and cash equivalents
|
$
|
1,003,663
|
(1)
|
$
|
4,594,337
|
$
|
5,598,000
|
||||||
|
Trade
accounts receivable, net of allowances
|
250,000
|
—
|
250,000
|
||||||||||
|
Notes
and other receivables
|
12,965
|
—
|
12,965
|
||||||||||
|
Prepaid
expenses and other
|
170,231
|
—
|
170,231
|
||||||||||
|
Assets
held for sale
|
15,471,113
|
(2)
|
(15,471,113
|
)
|
—
|
||||||||
|
Total
current assets
|
16,907,972
|
(10,876,776
|
)
|
6,031,196
|
|||||||||
|
Property,
plant and equipment, at cost
|
55,641
|
—
|
55,641
|
||||||||||
|
Accumulated
depreciation
|
(42,848
|
)
|
—
|
(42,848
|
)
|
||||||||
|
Net
property, plant and equipment
|
12,793
|
—
|
12,793
|
||||||||||
|
Other
assets
|
615,763
|
—
|
615,763
|
||||||||||
|
Total
assets
|
$
|
17,536,528
|
$
|
(10,876,776
|
)
|
$
|
6,659,752
|
||||||
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||||||||
|
Current
Liabilities:
|
|||||||||||||
|
Current
maturities of long term debt
|
$
|
2,325,000
|
(3)
|
$
|
(2,325,000
|
)
|
$
|
—
|
|||||
|
Accounts
payable
|
431,876
|
—
|
431,876
|
||||||||||
|
Accrued
interest payable
|
2,135,852
|
(4)
|
(2,135,852
|
)
|
—
|
||||||||
|
Other
accrued liabilities
|
290,871
|
—
|
290,871
|
||||||||||
|
Liabilities
held for sale
|
7,993,154
|
(5)
|
(7,993,154
|
)
|
—
|
||||||||
|
Total
current liabilities
|
13,176,753
|
(12,454,006
|
)
|
772,747
|
|||||||||
|
Long-term
debt, net of current maturities and debt discount
|
2,096,457
|
(6)
|
(2,096,457
|
)
|
—
|
||||||||
|
Total
liabilities
|
15,273,210
|
(14,550,463
|
)
|
772,747
|
|||||||||
|
Commitments
and contingencies
|
|||||||||||||
|
Shareholders'
Equity :
|
|||||||||||||
|
Common
stock, $.01 par value, authorized 100,000,000 shares; issued and
outstanding
20,667,210 shares
|
206,772
|
(7)
|
(12,150
|
)
|
194,262
|
||||||||
|
Additional
paid-in capital
|
30,962,187
|
(7)
|
(6,532,490
|
)
|
24,429,697
|
||||||||
|
Accumulated
deficit
|
(28,905,810
|
)
|
10,218,687
|
(18,687,123
|
)
|
||||||||
|
Accumulated
other comprehensive loss
|
169
|
—
|
169
|
||||||||||
|
Total
shareholders' equity
|
2,263,318
|
3,673,687
|
5,937,005
|
||||||||||
|
Total
liabilities and shareholders' equity
|
$
|
17,536,528
|
$
|
(10,876,776
|
)
|
$
|
6,659,752
|
||||||
|
(1)
|
Adjust
cash to reflect the remaining proceeds of approximately $5.6 million
after
aggregate gross proceeds from sales of the ATM business and the Cash
Security business of approximately $27.9 million less (i) assumed
adjustments, costs and expenses associated with closing the transaction
of
approximately $3.0 million, (ii) repayment of approximately $2.8
million
of the remaining Laurus debt, (iii) payment of approximately $10
million
for the reorganization fee and (iv) payment to Laurus of approximately
$6.6 million upon the redemption of 19,251,000 of our shares assuming
an
estimated stock price of $.34 per
share.
|
|
(2)
|
Remove
the ATM business and the Cash Security business which are classified
as
assets held for sale resulting in the corporate entity remaining
with no
operations.
|
|
(3)
|
Remove
the current maturities of the long-term debt to
Laurus.
|
|
(4)
|
Remove
the accrued interest payable to
Laurus.
|
|
(5)
|
Remove
the ATM business and the Cash Security business which are classified
as
liabilities held for sale resulting in the corporate entity remaining
with
no operations.
|
|
(6)
|
Remove
the long-term debt payable to
Laurus.
|
|
(7)
|
Redeem
19,251,000 shares of stock from Laurus for approximately $6.5 million
assuming an estimated redemption price of $.34 per
share.
|
|
|
For
the Fiscal Year ended September 30, 2005
|
||||||||||||
|
|
As
Reported
|
|
Pro
Forma
Adjustments
|
Pro
Forma
|
|||||||||
|
|
|
|
|
|
|||||||||
|
Revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||
|
Cost
of sales
|
—
|
—
|
—
|
||||||||||
|
Gross
profit
|
—
|
—
|
—
|
||||||||||
|
Selling,
general and administrative
|
1,805,484
|
—
|
1,805,484
|
||||||||||
|
Depreciation
and amortization
|
4,977
|
—
|
4,977
|
||||||||||
|
Operating
loss
|
(1,810,461
|
)
|
—
|
(1,810,461
|
)
|
||||||||
|
Other
income (expense):
|
|||||||||||||
|
Interest
expense, net
|
(6,549,069
|
)
|
—
|
(6,549,069
|
)
|
||||||||
|
Total
other expense
|
(6,549,069
|
)
|
—
|
(6,549,069
|
)
|
||||||||
|
Loss
before taxes
|
(8,359,530
|
)
|
—
|
(8,359,530
|
)
|
||||||||
|
Income
tax expense
|
—
|
(1)
|
—
|
—
|
|||||||||
|
Net loss
from continuing operations
|
(8,359,530
|
)
|
(8,359,530
|
)
|
|||||||||
|
Net
income from discontinued operations
|
5,073,608
|
(2)
|
4,108,741
|
964,867
|
|||||||||
|
Net loss
|
$
|
(3,285,922
|
)
|
$
|
9,815,784
|
$
|
(7,394,663
|
)
|
|||||
|
Basic
income (loss) per share:
|
|||||||||||||
|
Net loss
from continuing operations
|
$
|
(0.41
|
)
|
$
|
(0.41
|
)
|
|||||||
|
Net
income from discontinuing operations
|
0.25
|
0.05
|
|||||||||||
|
Net loss
|
$
|
(0.16
|
)
|
$
|
(0.36
|
)
|
|||||||
|
Weighted
average common shares outstanding
|
20,292,796
|
20,292,796
|
|||||||||||
|
(1)
|
No
tax adjustment due to NOL carry
forwards.
|
|
(2)
|
Adjust
discontinued operations by removing the Cash Security business. The
corporate division is reported as continuing operations, and the
remaining
ATM business is reported as income from discontinued
operations.
|
|
|
For
the Fiscal Year Ended September 30, 2004
|
||||||||||||
|
|
As
Reported
|
|
Pro
Forma
Adjustments
|
Pro
Forma
|
|||||||||
|
|
|
|
|
|
|||||||||
|
Revenues
|
$
|
22,514,486
|
(1)
|
$
|
(7,467,194
|
)
|
$
|
15,047,292
|
|||||
|
Cost
of sales
|
17,055,179
|
(2)
|
(5,350,108
|
)
|
11,705,071
|
||||||||
|
Gross
profit
|
5,459,307
|
(2,117,086
|
)
|
3,342,221
|
|||||||||
|
Selling,
general and administrative
|
10,195,095
|
(3)
|
(3,550,491
|
)
|
6,644,604
|
||||||||
|
Depreciation
and amortization
|
513,839
|
(4)
|
(84,008
|
)
|
429,831
|
||||||||
|
Operating
loss
|
(5,249,627
|
)
|
1,517,413
|
(3,732,214
|
)
|
||||||||
|
Other
income (expense):
|
|||||||||||||
|
Gain
on extinguishment of debt
|
18,823,000
|
—
|
18,823,000
|
||||||||||
|
Gain
on sale of assets
|
—
|
—
|
—
|
||||||||||
|
Gain
on sale of securities
|
1,918,012
|
—
|
1,918,012
|
||||||||||
|
Interest
expense, net
|
(4,255,042
|
)
|
—
|
(4,255,042
|
)
|
||||||||
|
Total
other income
|
16,485,970
|
—
|
16,485,970
|
||||||||||
|
Income
before taxes
|
11,236,343
|
1,517,413
|
12,753,756
|
||||||||||
|
Income
tax benefit
|
(81,229
|
) |
(5)
|
—
|
(81,229
|
)
|
|||||||
|
Net
income from continuing operations
|
$
|
11,317,572
|
$
|
1,517,413
|
$
|
12,834,985
|
|||||||
|
|
|||||||||||||
|
Basic
income per share:
|
|||||||||||||
|
Net
income from continuing operations
|
$
|
0.65
|
$
|
0.74
|
|||||||||
|
Weighted
average common shares outstanding
|
17,426,210
|
17,426,210
|
|||||||||||
|
|
|||||||||||||
|
Diluted
income per share:
|
|||||||||||||
|
Net
income
|
$
|
11,317,572
|
$
|
12,834,985
|
|||||||||
|
Interest
expense on convertible debt
|
2,898,225
|
2,898,225
|
|||||||||||
|
Adjusted
net income for diluted shares
|
$
|
14,215,797
|
$
|
15,733,210
|
|||||||||
|
|
|||||||||||||
|
Net
income from continuing operations
|
$
|
0.37
|
$
|
0.40
|
|||||||||
|
Weighted
average common and dilutive shares outstanding
|
38,576,763
|
38,576,763
|
|||||||||||
|
(1)
|
Remove
revenues related to the Cash Security
business.
|
|
(2)
|
Remove
cost of sales related to the Cash Security
business.
|
|
(3)
|
Remove
selling, general and administrative expenses related to the Cash
Security
business.
|
|
(4)
|
Remove
depreciation and amortization related to the Cash Security
business.
|
|
(5)
|
No
tax adjustment due to NOL
carryforwards.
|
|
|
For
the Fiscal Year Ended September 30, 2003
|
||||||||||||
|
As
Reported
|
Pro
Forma Adjustments
|
Pro
Forma
|
|||||||||||
|
Revenues
|
$
|
17,794,299
|
(1)
|
$
|
(7,359,181
|
)
|
$
|
10,435,118
|
|||||
|
Cost
of sales
|
14,612,447
|
(2)
|
(4,936,867
|
)
|
9,675,580
|
||||||||
|
Gross
profit
|
3,181,852
|
(2,422,314
|
)
|
759,538
|
|||||||||
|
Selling,
general and administrative
|
9,019,016
|
(3)
|
(3,184,314
|
)
|
5,834,702
|
||||||||
|
Depreciation
and amortization
|
799,855
|
(4)
|
(141,473
|
)
|
658,382
|
||||||||
|
Operating loss
|
(6,637,019
|
)
|
903,473
|
(5,733,546
|
)
|
||||||||
|
Other
expense:
|
|||||||||||||
|
Interest
expense, net
|
(2,599,698
|
)
|
—
|
(2,599,698
|
)
|
||||||||
|
Total
other expense
|
(2,599,698
|
)
|
—
|
(2,599,698
|
)
|
||||||||
|
Loss
before taxes
|
(9,236,717
|
)
|
903,473
|
(8,333,244
|
)
|
||||||||
|
Income
tax benefit
|
—
|
(5)
|
—
|
—
|
|||||||||
|
Net loss
from continuing operations
|
$
|
(9,236,717
|
)
|
903,473
|
$
|
(8,333,244
|
)
|
||||||
|
|
|||||||||||||
|
Basic
loss per share:
|
|||||||||||||
|
Net
loss from continuing operations
|
$
|
(0.53
|
)
|
$
|
(0.48
|
)
|
|||||||
|
Weighted
average common shares outstanding
|
17,426,210
|
17,426,210
|
|||||||||||
|
|
|||||||||||||
|
Diluted
loss per share:
|
|||||||||||||
|
Net
loss from continuing operations
|
$
|
(0.53
|
)
|
$
|
(0.48
|
)
|
|||||||
|
Weighted
average common and dilutive shares outstanding
|
17,426,210
|
17,426,210
|
|||||||||||
|
(1)
|
Remove
revenues related to the Cash Security
business.
|
|
(2)
|
Remove
cost of sales related to the Cash Security
business.
|
|
(3)
|
Remove
selling, general and administrative expenses related to the Cash
Security
business.
|
|
(4)
|
Remove
depreciation and amortization related to the Cash Security
business.
|
|
(5)
|
No
tax adjustment due to NOL
carryforwards.
|
|
·
|
Our
Annual Report on Form 10-K for our fiscal year ended September
30, 2005,
as filed on January 18, 2006.
|
|
·
|
Our
Current Report on Form 8-K/A filed on January 31, 2006.
|
|
|
||
|
Leonard
Carr
|
||
|
Secretary
|
|
ASSET
PURCHASE AGREEMENT
BY
AND AMONG
SENTINEL
OPERATING, L.P.
TIDEL
TECHNOLOGIES, INC.
AND
TIDEL
ENGINEERING, L.P.
DATED
AS OF JANUARY 12, 2006
|
|
§1.
Definitions.
|
4
|
|
§2.
Basic Transaction.
|
12
|
|
(a)
Purchase and Sale of Assets.
|
12
|
|
(b)
Assumption of Liabilities.
|
12
|
|
(c)
Purchase Price.
|
12
|
|
(d)
Closing.
|
12
|
|
(e)
Deliveries at Closing.
|
12
|
|
(f)
Preparation of Final December Balance Sheet.
|
12
|
|
(g)
Pre-Closing Cash Adjustment.
|
13
|
|
(h)
Post-Closing Cash Adjustment.
|
14
|
|
(i)
Purchase Price Allocation.
|
15
|
|
§3.
Sellers’ Representations and Warranties.
|
16
|
|
(a)
Organization.
|
16
|
|
(b)
Authorization of Transaction.
|
16
|
|
(c)
Non-contravention.
|
17
|
|
(d)
Brokers’ Fees and Fairness Opinion.
|
17
|
|
(e)
Title to Assets.
|
17
|
|
(f)
Subsidiaries.
|
17
|
|
(g)
SEC Filings and Financial Statements.
|
18
|
|
(h)
Events Subsequent to Most Recent Balance Sheet.
|
19
|
|
(i)
Undisclosed Liabilities.
|
20
|
|
(j)
Legal Compliance.
|
21
|
|
(k)
Tax Matters.
|
21
|
|
(l)
Real Property.
|
22
|
|
(m)
Intellectual Property.
|
24
|
|
(n)
Tangible Assets.
|
26
|
|
(o)
Inventory.
|
26
|
|
(p)
Contracts.
|
26
|
|
(q)
Notes and Accounts Receivable.
|
27
|
|
(r)
Powers of Attorney.
|
28
|
|
(s)
Insurance.
|
28
|
|
(t)
Litigation.
|
28
|
|
(u)
Product Warranty.
|
28
|
|
(v)
Product Liability.
|
28
|
|
(w)
Employees.
|
29
|
|
(x)
Employee Benefit Plans.
|
29
|
|
(y)
Guaranties.
|
31
|
|
(z)
Environmental, Health, and Safety Matters.
|
31
|
|
(aa)
Certain Business Relationships.
|
32
|
|
(bb)
Customers and Suppliers.
|
32
|
|
§4.
Buyer’s Representations and Warranties.
|
32
|
|
(a)
Organization of Buyer.
|
32
|
|
(b)
Authorization of Transaction.
|
33
|
|
(c)
Non-contravention.
|
33
|
|
(d)
Brokers’ Fees.
|
33
|
|
§5.
Pre-Closing Covenants.
|
33
|
|
(a)
General.
|
33
|
|
(b)
Notices and Consents.
|
33
|
|
(c)
Operation of Business.
|
34
|
|
(d)
Preservation of Business.
|
34
|
|
(e)
Full Access.
|
34
|
|
(f)
Notice of Developments.
|
34
|
|
(g)
Exclusivity.
|
34
|
|
(h)
Maintenance of Acquired Assets.
|
35
|
|
(i)
Parent Stockholders Meeting
|
36
|
|
(j)
Name Change.
|
36
|
|
(k)
Perfection of Ownership of Intellectual Property.
|
37
|
|
(l)
Maintenance of Leased Real Property.
|
37
|
|
(m)
Leases.
|
37
|
|
(n)
Claim.
|
37
|
|
§6.
Post-Closing Covenants.
|
37
|
|
(a)
General.
|
37
|
|
(b)
Litigation Support.
|
37
|
|
(c)
Transition.
|
38
|
|
(d)
Confidentiality.
|
38
|
|
(e)
Covenant Not to Compete or Solicit.
|
38
|
|
(f)
Defense of CSS Claim.
|
39
|
|
(g)
Indemnification.
|
39
|
|
(h)
Directors’ and Officers’ Insurance.
|
40
|
|
(i)
Employee Non-competition and Confidentiality Agreements.
|
40
|
|
§7.
Conditions to Obligation to Close.
|
40
|
|
(a)
Conditions to Buyer’s Obligation.
|
40
|
|
(b)
Conditions to Sellers’ Obligation.
|
42
|
|
§8.
Survival and Termination.
|
43
|
|
(a)
Survival of Representations and Warranties.
|
43
|
|
(b)
Termination of Agreement.
|
43
|
|
(c)
Effect of Termination.
|
44
|
|
§9.
Miscellaneous.
|
44
|
|
(a)
Press Releases and Public Announcements.
|
44
|
|
(b)
No Third-Party Beneficiaries.
|
44
|
|
(c)
Entire Agreement.
|
44
|
|
(d)
Succession and Assignment.
|
44
|
|
(e)
Counterparts.
|
45
|
|
(f)
Headings.
|
45
|
|
(g)
Notices.
|
45
|
|
(h)
Governing Law.
|
46
|
|
(i)
Amendments and Waivers.
|
46
|
|
(j)
Severability.
|
46
|
|
(k)
Expenses.
|
46
|
|
(l)
Construction.
|
47
|
|
(m)
Incorporation of Exhibits and Schedules.
|
47
|
|
(n)
Specific Performance.
|
47
|
|
(o)
Submission to Jurisdiction.
|
48
|
|
(p)
Tax Matters.
|
48
|
|
(q)
Tax Disclosure Authorization.
|
48
|
|
§1.
|
Definitions.
|
|
§2.
|
Basic
Transaction.
|
|
(a)
|
Purchase
and Sale of Assets.
|
|
(b)
|
Assumption
of Liabilities.
|
|
(c)
|
Purchase
Price.
|
|
(d)
|
Closing.
|
|
(e)
|
Deliveries
at Closing.
|
|
(f)
|
Preparation
of Final December Balance Sheet.
|
|
(g)
|
Pre-Closing
Cash Adjustment.
|
|
(h)
|
Post-Closing
Cash Adjustment.
|
|
(i)
|
Purchase
Price Allocation.
|
|
§3.
|
Sellers’
Representations and Warranties.
|
|
(a)
|
Organization.
|
|
(b)
|
Authorization
of Transaction.
|
|
(c)
|
Non-contravention.
|
|
(d)
|
Brokers’
Fees and Fairness Opinion.
|
|
(e)
|
Title
to Assets.
|
|
(f)
|
Subsidiaries.
|
|
(g)
|
SEC
Filings and Financial Statements.
|
|
(i)
|
SEC
Filings.
|
|
(ii)
|
Financial
Statements.
|
|
(h)
|
Events
Subsequent to Most Recent Balance Sheet.
|
|
(i)
|
Undisclosed
Liabilities.
|
|
(j)
|
Legal
Compliance.
|
|
(k)
|
Tax
Matters.
|
|
(l)
|
Real
Property.
|
|
(m)
|
Intellectual
Property.
|
|
(n)
|
Tangible
Assets.
|
|
(o)
|
Inventory.
|
|
(p)
|
Contracts.
|
|
(q)
|
Notes
and Accounts Receivable.
|
|
(r)
|
Powers
of Attorney.
|
|
(s)
|
Insurance.
|
|
(t)
|
Litigation.
|
|
(u)
|
Product
Warranty.
|
|
(v)
|
Product
Liability.
|
|
(w)
|
Employees.
|
|
(i)
|
With
respect to the business of Division:
|
|
(x)
|
Employee
Benefit Plans.
|
|
(y)
|
Guaranties.
|
|
(z)
|
Environmental,
Health, and Safety Matters.
|
|
(aa)
|
Certain
Business Relationships.
|
|
(bb)
|
Customers
and Suppliers.
|
|
§4.
|
Buyer’s
Representations and Warranties.
|
|
(a)
|
Organization
of Buyer.
|
|
(b)
|
Authorization
of Transaction.
|
|
(c)
|
Non-contravention.
|
|
(d)
|
Brokers’
Fees.
|
|
§5.
|
Pre-Closing
Covenants.
|
|
(a)
|
General.
|
|
(b)
|
Notices
and Consents.
|
|
(c)
|
Operation
of Business.
|
|
(d)
|
Preservation
of Business.
|
|
(e)
|
Full
Access.
|
|
(f)
|
Notice
of Developments.
|
|
(g)
|
Exclusivity.
|
|
(h)
|
Maintenance
of Acquired Assets.
|
|
(i)
|
Parent
Stockholders Meeting
|
|
(j)
|
Name
Change.
|
|
(k)
|
Perfection
of Ownership of Intellectual
Property.
|
|
(l)
|
Maintenance
of Leased Real Property.
|
|
(m)
|
Leases.
|
|
(n)
|
Claim.
|
|
§6.
|
Post-Closing Covenants. |
|
(a)
|
General.
|
|
(b)
|
Litigation
Support.
|
|
(c)
|
Transition.
|
|
(d)
|
Confidentiality.
|
|
(e)
|
Covenant
Not to Compete or Solicit.
|
|
(f)
|
Defense
of CSS Claim.
|
|
(g)
|
Indemnification.
|
|
(h)
|
Directors’
and Officers’ Insurance.
|
|
(i)
|
Employee
Non-competition and Confidentiality Agreements.
|
|
§7
|
Conditions to Obligation to Close. |
|
(a)
|
Conditions
to Buyer’s Obligation.
|
|
(b)
|
Conditions
to Sellers’ Obligation.
|
|
§8.
|
Survival and Termination. |
|
(a)
|
Survival
of Representations and Warranties.
|
|
(b)
|
Termination
of Agreement.
|
|
(c)
|
Effect
of Termination.
|
|
§9.
|
Miscellaneous. |
|
(a)
|
Press
Releases and Public Announcements.
|
|
(b)
|
No
Third-Party Beneficiaries.
|
|
(c)
|
Entire
Agreement.
|
|
(d)
|
Succession
and Assignment.
|
|
(e)
|
Counterparts.
|
|
(f)
|
Headings.
|
|
(g)
|
Notices.
|
|
(h)
|
Governing
Law.
|
|
(i)
|
Amendments
and Waivers.
|
|
(j)
|
Severability.
|
|
(k)
|
Expenses.
|
|
(l)
|
Construction.
|
|
(m)
|
Incorporation
of Exhibits and Schedules.
|
|
(n)
|
Specific
Performance.
|
|
(o)
|
Submission
to Jurisdiction.
|
|
(p)
|
Tax
Matters.
|
|
(q)
|
Tax
Disclosure Authorization.
|
|
SENTINEL
OPERATING, L.P.
|
||||
|
By:
|
Sentinel
Cash Systems, L.L.C.
|
|||
|
Its:
|
General
Partner
|
|||
|
By:
|
/s/ Raymond P. Landry | |||
|
Raymond
P. Landry
|
||||
|
President
|
||||
|
TIDEL
TECHNOLOGIES, INC.
|
|||
|
By:
|
/s/ Jerrell G. Clay | ||
|
Name:
Jerrell G. Clay
|
|||
|
Title:
Director
|
|||
|
TIDEL
ENGINEERING, L.P.
|
||||
|
By:
|
Tidel
Cash Systems, Inc.
|
|||
|
Its:
|
Managing
General Partner
|
|||
|
By:
|
/s/ Leonard Carr | |||
|
Name:
|
Leonard Carr | |||
|
Title:
|
Vice President & Secretary | |||
|
Capitalink,
L.C.
|
|
|
One
Alhambra Plaza
Suite
1410
Coral
Gables, Florida 33134
Phone
305-446-2026
Fax
305-446-2926
www.capitalinklc.com
|
|
·
|
Reviewed
the Agreement.
|
|
·
|
Reviewed
publicly available financial information and other data with respect
to
the Company, including the Annual Report on Form 10-K (and amendments
thereto) for the year ended September 30, 2004, the Quarterly Report
on
Form 10-Q for the nine months ended June 30, 2005, the Proxy Statement
on
Schedule 14A filed November 30, 2005, and the Current Report on Form
8-K
filed November 30, 2005.
|
|
·
|
Reviewed
non-public information and other data with respect to the Company,
including various internal financial management
reports.
|
|
·
|
Reviewed
the range of Purchase Price.
|
|
·
|
Considered
the historical financial results and present financial condition
of the
Cash Security Division.
|
|
·
|
Reviewed
and analyzed the Cash Security Division’s projected unlevered free cash
flows and prepared a discounted cash flow
analysis.
|
|
·
|
Reviewed
and analyzed certain financial characteristics of publicly-traded
companies that were deemed to have characteristics comparable to
the Cash
Security Division.
|
|
·
|
Reviewed
and analyzed certain financial characteristics of target companies
in
transactions where such target company was deemed to have characteristics
comparable to that of the Cash Security
Division.
|
|
·
|
Reviewed
the Cash Security Division’s projected future cash flows and prepared a
leveraged buyout analysis.
|
|
·
|
Reviewed
an analysis prepared by Stifel, Nicolaus & Company, Incorporated
regarding the marketing of the Cash Security Division for sale, including
bids received;
|
|
·
|
Reviewed
and discussed with representatives of the Company certain financial
and
operating information furnished by them, including financial analyses
with
respect to the Company’s business and
operations.
|
|
·
|
Performed
such other analyses and examinations as were deemed
appropriate.
|
|
Very
truly yours,
|
|
|
/s/
Capitalink, L.C.
|
|
TIDEL
TECHNOLOGIES, INC.
|
||
|
By:
|
||
|
ATTEST:
|
|
|
Leonard
L. Carr, Jr.
|
|
|
Secretary
|
|
1.
|
To
approve the sale of substantially all of the assets of the
Company’s cash security systems business, consisting of (a) timed
access cash controllers (b) the Sentinel products, (c) the servicing,
maintenance and repair of the timed access cash controllers or Sentinel
products and (d) all other assets and business operations associated
with
the foregoing, pursuant to the asset purchase agreement, dated as
of
January 12, 2006, by and between the Company, Tidel Engineering,
L.P. and
Sentinel Operating, L.P., as the same may be amended, and the transactions
contemplated thereby:
|
|
o
FOR
|
o AGAINST
|
o ABSTAIN
|
|
2.
|
To
approve the filing of the certificate of amendment to the Company’s
certificate of incorporation to change the Company’s name from “Tidel
Technologies, Inc.” to “[__________], Inc.” (or, if that name is
unavailable, to “[__________],
Inc.”):
|
|
o
FOR
|
o AGAINST
|
o ABSTAIN
|
|
3.
|
To
approve adjournments of the special meeting if deemed necessary to
facilitate the approval of the sale of substantially all of the assets
of
the Company’s cash security business and the name change amendment to the
Company’s certificate of incorporation, including to permit the
solicitation of additional proxies if there are not sufficient votes
at
the time of the special meeting to establish a quorum or to approve
the
sale of the Company’s cash security business and the name change
amendment to the Company’s certificate of
incorporation:
|
|
o
FOR
|
o AGAINST
|
o ABSTAIN
|
|
|
||||
|
Signature
|
||||
|
Signature
if held jointly
|
||||
|
Dated:
|
,
2006
|
|
To
vote using the telephone (within U.S. and Canada)
|
To
vote using the
Internet
|
|
|
●
Call toll free 1-866-731-VOTE (8683) in the United States or Canada
any
time on a touch tone telephone. There is NO CHARGE to you for the
call.
|
●
Go
to the following web site:
WWW.COMPUTERSHARE.COM/US/PROXY
|
|
|
●
Follow the simple instructions provided by the recorded
message.
|
●
Enter the information requested on your computer screen and following
the
simple instructions
|