SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SMITH BOB L

(Last) (First) (Middle)
280 LIBERTY STREET SE, SUITE 300

(Street)
SALEM OR 97301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VENDINGDATA CORP [ VNDC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 164,012 D
Common Stock 09/09/2003 J 200(1) D $0(15) 0 I See Note (1)
Common Stock 199,018 I See Note (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option/Right to Buy (3) $4.3 (16) (16) Common Stock 11,000 11,000 D
Option/Right to Buy(4) $13 01/15/2001 (4) Common Stock 400 400 D
Option/Right to Buy(5) $13 01/15/2001 (5) Common Stock 200 200 D
Option/Right to Buy(6) $13 07/02/2001 (6) Common Stock 200 200 D
Option/Right to Buy(7) $1.75 07/02/2002 (7) Common Stock 200 200 D
9.5% Convertible Note (8) $1.75 01/01/2004 (8) Common Stock 57,143 57,143 I See Note (8)
Warrant (9) $1.75 01/01/2004 (10) Common Stock 5,000 5,000 I See Note (9)
9.5% Convertible Note (11) $1.75 01/01/2004 (11) Common Stock 28,572 28,572 I See Note (11)
Warrant (12) $1.75 01/01/2004 (13) Common Stock 2,500 2,500 I See Note (12)
Option/Right to Buy (14) $2.5 09/09/2003 A 50,000 03/10/2004 09/09/2008 Common Stock 50,000 $0(15) 50,000 D
Explanation of Responses:
1. The shares disposed of represent 200 shares of common stock (the "Common Stock") of VendingData Corporation (the "Company"), post January 3, 2003 1-for-5 reverse stock split (the "Reverse Stock Split"), held in the name of Bob L. Smith's daughter, Christina. Pursuant to the provisions of Rule 16a-1(a)(2)(ii)(A), these shares are represented as no longer being beneficially owned by Mr. Smith.
2. Nature of beneficial ownership: Bob L. Smith = 164,012; VIP's Industries, Inc. ("VIP's") = 199,018: TOTAL: 363,030. As a result of the Reverse Stock Split, all derivative and non-derivative holdings reflected herein have been reduced by a ratio of 1-for-5. All fractional shares have been rounded up to the next whole share. All prices reflected herein also reflect a proportionate adjustment.
3. As previously reported, on January 4, 1999, Mr. Smith purchased from Richard Huson, at a price of $.71 per share, the option to purchase 55,000 shares of Common Stock of the Company at an exercise price of $.86 per share. As a result of the Reverse Stock Split, Mr. Smith now holds 11,000, rather than 55,000 of these options, and the price of these options has been proportionally increased from $.86 per share to $4.30 per share.
4. As previously reported, on September 13, 1999, the Company granted Mr. Smith an option pursuant to its 1999 Directors' Stock Option Plan (the "Plan") to purchase 2,000 shares of Common Stock at an exercise price of $2.60 per share. As a result of the Reverse Stock Split, Mr. Smith now holds 400, rather than 2,000 of these options, and the price of these options has been proportionally increased from $2.60 per share to $13.00 per share. The option is fully vested and exercisable and expires on the later of September 13, 2009 or three months after Mr. Smith ceases to serve as a director of the Company.
5. As previously reported, on January 1, 2000, the Company granted Mr. Smith an option pursuant to the Plan to purchase 1,000 shares of Common Stock at an exercise price of $2.60 per share. As a result of the Reverse Stock Split, Mr. Smith now holds 200, rather than 1,000 of these options, and the price of these options has been proportionally increased from $2.60 per share to $13.00 per share. The option is fully vested and exercisable and expires on the later of January 1, 2010 or three months after Mr. Smith ceases to serve as a director of the Company.
6. As previously reported, on January 1, 2001, the Company granted Mr. Smith an option pursuant to the Plan to purchase 1,000 shares of Common Stock at an exercise price of $2.60 per share. As a result of the Reverse Stock Split, Mr. Smith now holds 200, rather than 1,000 of these options, and the price of these options has been proportionally increased from $2.60 per share to $13.00 per share. The option is fully vested and exercisable and expires on the later of January 1, 2011 or three months after Mr. Smith ceases to serve as a director of the Company.
7. As previously reported, on January 1, 2002, the Company granted to Mr. Smith an option pursuant to the Plan to purchase 1,000 shares of Common Stock at an exercise price of $.35 per share. As a result of the Reverse Stock Split, Mr. Smith now holds 200, rather than 1,000 of these options, and the price of these options has been proportionally increased from $2.60 per share to $13.00 per share. The option is fully vested and exercisable and expires on the later of January 1, 2012 or three months after Mr. Smith ceases to serve as a director of the Company.
8. As previously reported on December 31, 2002, I.C.D., Inc. ("I.C.D."), a corporation controlled by Mr. Smith, entered into a Subscription Agreement (the "I.C.D. December Subscription") pursuant to which the Company issued a 9.5% Convertible Note (the "I.C.D. December Note"). The I.C.D. December Note was in the amount of $99,999.90 and cancelled and replaced various short-term, non-convertible notes that the Company had previously issued to I.C.D. As a result of the Reverse Stock Split, I.C.D. now holds 57,143 convertible shares, rather than 285,714 convertible shares, and the per share conversion price of this convertible note has been proportionally increased from $.35 per share to $1.75 per share. I.C.D. has the ability to convert the I.C.D. December Note at its option until the December Note is paid in full.
9. As previously reported, pursuant to the I.C.D. December Subscription and the I.C.D. December Note, I.C.D. was issued a warrant to purchase 25,000 shares of Common Stock at an exercise price of $.35 per share. As a result of the Reverse Stock Split, I.C.D. now holds 5,000 warrants, rather than 25,000 warrants, and the per share exercise price of these warrants has been proportionally increased from $.35 per share to $1.75 per share.
10. As previously reported, the warrants expire one year after the conversion or repayment of the I.C.D. December Note. The warrant is exercisable until one year after the conversion or repayment of the I.C.D. December Note.
11. As previously reported, on December 31, 2002, VIP's entered into a Subscription Agreement (the "VIP's December Subscription") pursuant to which the Company issued a 9.5% Convertible Note (the "VIP's December Note"). The VIP's December Note was in the amount of $49,999.95 and cancelled and replaced various short-term, non-convertible notes that the Company had previously issued to VIP's. As a result of the Reverse Stock Split, VIP's now holds 28,572 convertible shares, rather than 142,857 convertible shares, and the per share conversion price of this convertible note has been proportionally increased from $.35 per share to $1.75 per share. VIP's has the ability to convert the VIP's December Note at its option until the VIP's December Note is paid in full.
12. As previously reported, pursuant to the VIP's December Subscription and the VIP's December Note, VIP's was issued a warrant to purchase 12,500 shares of Common Stock at an exercise price of $.35 per share. As a result of the Reverse Stock Split, VIP's now holds 2,500 warrants, rather than 12,500 warrants, and the per share exercise price of these warrants has been proportionally increased from $.35 per share to $1.75 per share.
13. As previously reported, the warrants expire one year after the conversion or repayment of the VIP's December Note. The warrant is exercisable until one year after the conversion or repayment of the VIP's December Note.
14. On September 9, 2003, and pursuant to the Plan, the Company granted to Mr. Smith an option to purchase 50,000 shares of Common Stock at an exercise price of $2.50 per share. Pursuant to the Plan, the Company granted the option to Mr. Smith in consideration of his services as a member of the Company's Board of Directors.
15. No such amount applies. This information is reflected on this Form 4 for the sole purpose of providing data in this field to ensure that this Form 4 will be accepted through the SEC's electronic filing system.
16. No such date applies. This information is reflected on this Form 4 for the sole purpose of providing data in this field to ensure that this Form 4 will be accepted through the SEC's electronic filing system.
Remarks:
Stacie L. Brown, Attorney-in-Fact for Bob L. Smith 09/11/2003
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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