-----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, NoJ1u2uVy46HLMEBkM1jyuvQGbRj/lFXgH9TGY6rjqmU8861xzctXti8UrMXd8Ze fa1kB4/MH7yh+YdTWmY4og== 0000921895-04-000971.txt : 20040707 0000921895-04-000971.hdr.sgml : 20040707 20040707145107 ACCESSION NUMBER: 0000921895-04-000971 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040706 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIDEL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000842695 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 752193593 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17288 FILM NUMBER: 04904171 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STE 900 STREET 2: SAN FELIPE PLZ CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137838200 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k01461_07062004.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                  July 6, 2004
                                  ------------
                                 Date of Report
                        (Date of earliest event reported)

                            Tidel Technologies, Inc.
                            ------------------------
               (Exact Name of Registrant as Specified in Charter)



   Delaware                               0-17288            75-2193593
- --------------------------------------------------------------------------------
  (State or Other Jurisdiction            (Commission        (IRS Employer
  of Incorporation)                       File Number)       Identification No.)


5847 San Felipe, Suite 900, Houston, TX                           77057
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)


                                 (713) 783-8200
                                 --------------
               Registrant's telephone number, including area code


                                 Not Applicable
                                 --------------
         (Former Name or Former Address, if Changed Since Last Report.)







Item 5.     Other Events and Required FD Disclosure.
            ---------------------------------------

            On July 6, 2004, Tidel  Technologies,  Inc. (the "Company") issued a
press release, set forth as Exhibit 99.1 to this Current Report, announcing that
it has reached an agreement in principle to settle the  securities  class action
lawsuits that have been  consolidated  under the caption George Lehocky v. Tidel
Technologies,  Inc.,  James T. Rash, Mark K. Levenick,  James L. Britton III and
Jerrell G. Clay; Civ. Act. No. H-01-3741 in the United States District Court for
the  Southern  District  of Texas.  The  settlement  is subject to a  definitive
agreement and court approval.  The shareholder class will receive a cash payment
of $3 million,  which will be funded by the  Company's  directors  and  officers
liability insurance,  and a stock payment of two million shares of the Company's
common stock.

            The Company announced it has continued to incur  substantial  losses
since the quarter  ended June 30, 2002,  which is the latest period for which it
has  filed a Form  10-Q  report.  Accordingly,  the  Company  expects  to report
substantial losses for the quarter and the fiscal year ended September 30, 2002,
for each of the quarters and for the fiscal year ended  September 30, 2003.  The
Company expects to report  operating  losses for the quarters ended December 31,
2003 and March 31, 2004, however, due to gains from certain non-operating items,
the Company expects to report a net income for these periods. Unaudited revenues
for the fiscal years ended September 30, 2002 and 2003 were approximately  $19.4
million and $17.8 million, respectively.  These financial results are subject to
the performance and completion of the audits for the periods.

            For additional  information,  reference is made to the press release
attached hereto as Exhibit 99.1.

Item 7.     Financial Statements and Exhibits.
            ---------------------------------

            (c)     Exhibits
                    --------

                    Exhibit No.      Exhibits
                    -----------      --------

                    99.1             Press Release of Tidel  Technologies,  Inc.
                                     dated July 6, 2004.






                                   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.


                                                TIDEL TECHNOLOGIES, INC.


Dated: July 6, 2004                         By: /s/ James T. Rash
                                                ------------------------
                                                Name:  James T. Rash
                                                Title: Chief Executive Officer
                                                       and President

EX-99.1 2 ex991to8k_07062004.htm sec document



                                                                    Exhibit 99.1

CONTACT:    Leonard Carr
            Vice President
            713-783-8200
            lcarr@tidelmail.com

FOR IMMEDIATE RELEASE


                        TIDEL REACHES AGREEMENT TO SETTLE
                        SECURITIES CLASS ACTION LAWSUITS

HOUSTON,  Texas--  July 6, 2004-- Tidel  Technologies,  Inc.  (Other OTC:  ATMS)
announced  today that it has reached an  agreement  in  principle  to settle the
securities class action lawsuits that have been  consolidated  under the caption
George Lehocky v. Tidel  Technologies,  Inc.,  James T. Rash,  Mark K. Levenick,
James L. Britton III and Jerrell G. Clay; Civ. Act. No.  H-01-3741 in the United
States  District  Court for the Southern  District of Texas.  The  settlement is
subject to a definitive agreement and court approval. The shareholder class will
receive a cash payment of $3 million,  which will be funded by Tidel's directors
and officers liability  insurance,  and a stock payment of two million shares of
Tidel common stock.

In the  agreement,  Tidel and the officers and  directors  named in the lawsuits
continue to deny any and all allegations of wrongdoing,  and they will receive a
full release of all claims asserted in the litigation.

"While we were prepared to mount a vigorous defense,  management  concluded that
settlement  was in the best  financial  interest of the Company,"  said James T.
Rash, Chairman and Chief Executive Officer.

Tidel Technologies, Inc. is a manufacturer of automated teller machines and cash
security  equipment  designed for specialty retail  marketers.  More information
about the company and its  products  may be found on the  company's  web site at
www.tidel.com.

PRECAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS STATEMENTS, INCLUDING THOSE DESCRIBING THE TERMS AND
CONSUMMATION  OF THE  SETTLEMENT  AGREEMENT  DESCRIBED  ABOVE,  THAT  CONSTITUTE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21(E) OF THE SECURITIES
EXCHANGE  ACT  OF  1934.  THE  STATEMENTS  ARE  SUBJECT  TO  CERTAIN  RISKS  AND
UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO THE RISK THAT THE SETTLEMENT MAY NOT
BE APPROVED BY THE COURT, OR MIGHT NOT BE CONSUMMATED FOR OTHER REASONS, AND THE
RISK THAT A SIGNIFICANT  NUMBER OF INVESTORS  COVERED BY THE SETTLEMENT MAY "OPT
OUT" OF THE  AGREEMENT  AND PURSUE  SEPARATE  CLAIMS  AGAINST  TIDEL  AND/OR THE
INDIVIDUAL DEFENDANTS.  TIDEL UNDERTAKES NO DUTY TO UPDATE ANY OF THE STATEMENTS
SET FORTH IN THIS RELEASE.
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