-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K0HgwtwYrl8DhUrFS9Pog+sKMssXTFJXSRsAR7PifA5yy+AlLn/v9uQdmGqrGuWW fv4/qlCJRxOQ3q7dHW+Nxw== 0001019687-03-002497.txt : 20031218 0001019687-03-002497.hdr.sgml : 20031218 20031218155800 ACCESSION NUMBER: 0001019687-03-002497 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031218 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENDINGDATA CORP CENTRAL INDEX KEY: 0001004673 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 911696010 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25855 FILM NUMBER: 031062443 BUSINESS ADDRESS: STREET 1: 6830 SPENCER STREET CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7027337195 MAIL ADDRESS: STREET 1: 6830 SPENCER STREET CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: CVI TECHNOLOGY INC DATE OF NAME CHANGE: 20000508 FORMER COMPANY: FORMER CONFORMED NAME: CASINOVATIONS INC DATE OF NAME CHANGE: 19970710 8-K 1 vending_8k-121803.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 18, 2003 ------------------------ VendingData Corporation - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Nevada - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 000-25855 91-1696010 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 6830 Spencer Street, Las Vegas, Nevada 89119 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (702) 733-7195 ---------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. Reference is made to the press release of VendingData Corporation (the "Company"), which was issued and disseminated on December 18, 2003, and which announced that the Company completed its public offering of 5,500,000 shares of common stock at $5.00 per share. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. The following exhibits are filed with this report: Exhibit No. Description - ------------ ----------- 99.01 Press Release of VendingData Corporation dated December 18, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VENDINGDATA CORPORATION (Registrant) Date: December 18, 2003 By: /s/ Stacie L. Brown ------------------------------------- Stacie L. Brown Attorney-in-Fact for Steven J. Blad, President and Chief Executive Officer INDEX TO EXHIBITS Exhibit No. Description - ----------- ------------------ 99.01 Press Release of VendingData Corporation dated December 18, 2003. EX-99.01 3 vending_8kex99-01.txt EXHIBIT 99.01 [VENDINGDATA CORPORATION LOGO] Contact: Jessica Neville or Yvonne L. Zappulla Vice President Managing Director Marketing and Public Relations Wall Street Investor Relations Corp. VendingData(TM) Corporation 212-681-4108 702-733-7195 x121 Yvonne@WallStreetIR.com neville@vendingdata.com VENDINGDATA(TM) CORPORATION COMPLETES COMMON STOCK OFFERING OF 5,500,000 SHARES LAS VEGAS, NEVADA -- (PR NewsWire)- December 18, 2003-VendingData(TM) Corporation (OTC Bulletin Board: VNDC), today announced the completion of its public offering of 5,500,000 shares of common stock at $5.00 per share which, due to investor interest, was increased by 500,000 from its original offering amount. The Company settled on 4,021,750 shares on December 12, 2003 and settled on the remaining 1,478,250 shares on December 18, 2003. All shares were offered by the Company, which generated total net proceeds of approximately $25 million after commissions and expenses. The proceeds will be used to retire a substantial portion of the Company's long and short-term debt, increase product inventory, and for general corporate purposes. Philadelphia Brokerage Corporation served as the placement agent for the offering. Concurrently with the completion of this offering, the Company will be converting approximately $5.73 million in debt and accrued interest into 3,215,871 shares of common stock. Irrevocable elections to convert debt and accrued interest require conversions within 10 days of the sale of the minimum offering amount. As a result of the shares issued in this offering and the shares to be issued upon the conversion of debt and accrued interest, the Company will have approximately 16.4 million shares outstanding, of which approximately 52% are held by insiders who have agreed to not sell or otherwise dispose of their shares over the next four years due to certain state securities regulatory requirements. The obligation of the insiders not to sell shares under the foregoing agreements will cease to apply if the Company's shares become listed on a national securities exchange or on the Nasdaq National Market System. However, even if such a listing is achieved, VendingData(TM) Corporation directors and executive officers are still prohibited from selling or otherwise disposing of shares of the Company's common stock for 180 days after December 11, 2003 without the prior consent of Philadelphia Brokerage Company. A copy of the final prospectus may be obtained by contacting: Robert Fisk Philadelphia Brokerage Corporation 992 Old Eagle School Road, Suite 915 Wayne, PA 19087 (610) 975-9990 ABOUT VENDINGDATA(TM) CORPORATION VendingData(TM) Corporation is a Las Vegas-based developer, manufacturer and distributor of products for the gaming industry including the SecureDrop(R) System, DeckChecker(TM) and Random Ejection Shuffler(TM) line. The Company's products are currently installed in casinos throughout the world, including Caesars Palace, Circus Circus, Harrah's Entertainment, Luxor, Oneida Bingo & Casino, Sunset Station and the Venetian in the United States, and in casinos in Argentina, China, Columbia, Korea, Malaysia, Peru, United Kingdom, and Uruguay. Visit the VendingData(TM) web site at http://www.vendingdata.com. This release contains forward-looking statements. Such statements reflect and are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Factors that could cause actual results to differ materially from expectations include, but are not limited to, the following: listing of the Company's securities on a national stock exchange or the Nasdaq National Market System, changes in the level of consumer or commercial acceptance of the Company's existing products and new products as introduced; competitive advances; acceleration and/or deceleration of various product development and roll out schedules; higher than expected manufacturing, service, selling, administrative, product development and/or roll out costs; current and/or unanticipated future litigation; regulatory and jurisdictional issues involving the Company or its products specifically, and for the gaming industry in general; general and casino industry economic conditions; the financial health of the Company's casino and distributor customers both nationally and internationally; compliance with foreign laws and regulations; and the risks and factors described from time to time in the Company's reports filed with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----