-----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, PKf7WAtL8rklzG6oVRUXHKaNq5csQLmgAVNMJQA9mj50vvDy1coDLRsaQbjGZz1y 0sBr7H9l6Lo9FB6JlF9tCA== 0000914260-97-000029.txt : 19970418 0000914260-97-000029.hdr.sgml : 19970418 ACCESSION NUMBER: 0000914260-97-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970401 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970417 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIDEX CORP CENTRAL INDEX KEY: 0000047254 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 060682273 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05513 FILM NUMBER: 97582666 BUSINESS ADDRESS: STREET 1: 61 WILTON RD CITY: WESTPORT STATE: CT ZIP: 06880-3121 BUSINESS PHONE: 2032261144 MAIL ADDRESS: STREET 1: 61 WILTON ROAD CITY: WESTPORT STATE: CT ZIP: 06880-3121 FORMER COMPANY: FORMER CONFORMED NAME: HI G INC DATE OF NAME CHANGE: 19840829 8-K 1 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): April 1, 1997 Tridex Corporation (Exact name of registrant as specified in its charter) Connecticut 1-5513 06-0682273 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 61 Wilton Road, Westport, CT 06880 (Address of principal executive offices (Zip Code) (203) 226-1144 (Registrant's telephone number, including area code) Item 5. Other Event On March 31, 1997, Tridex Corporation ("Tridex") effected the previously announced pro rata, tax free distribution (the "Distribution") to its shareholders of 5,400,000 shares, or approximately 80.3%, of the outstanding common stock of TransAct Technologies Incorporated ("TransAct") held by Tridex. As a result, effective April 1, 1997, TransAct is no longer a subsidiary of Tridex. The spin-off of TransAct from Tridex completes a series of transactions begun last year with the initial public offering of TransAct. Using funds made available from TransAct's repayment of intercompany debt after the offering, Tridex repaid virtually all of its outstanding bank debt in August 1996. In connection with the Distribution, the Board of Directors accelerated the vesting of outstanding options and issued notices of redemption of all outstanding convertible debentures. During the period January 1, 1997 through March 14, 1997, the record date for the Distribution, (a) the holders of options to purchase 599,300 shares of common stock exercised those options and paid an aggregate exercise price of $4,185,000, (b) the holders of warrants to purchase 260,632 shares of common stock exercised those warrants and paid an aggregate exercise price of $2,211,000, (c) the holders of $2,460,000 principal amount of convertible debentures converted those debentures into 273,318 shares of common stock and (d) the holders of $1,250,000 principal amount of convertible promissory notes converted those notes into 104,127 shares of common stock. By completing these transactions, Tridex now has approximately $10 million in cash and cash equivalents on its balance sheet, has virtually eliminated its debt and has eliminated virtually all previously outstanding options, warrants and convertible debt instruments which could be exercised or converted to obtain shares of common stock. Tridex now consists of its wholly-owned subsidiaries Ultimate Technology Corporation and Cash Bases GB Ltd and its Tridex Ribbons Division. Tridex manufacturers terminals, cash drawers and other peripheral devices and integrated systems for retail point-of-sale and other transaction based market. 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. TRIDEX CORPORATION Date: April 16, 1997 By: _____Seth M. Lukash____________________ Seth M. Lukash Chairman, Chief Executive Officer, President & Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----