-----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, TPZUKJvbtmvvCcHdC5BiRiwPnLgT2yx7fDQdghM/31qpr/eMTZ6GPUrQ29zWwH7t RaC+Gatz08gwxMxqMIpJwA== 0000921895-04-002150.txt : 20041223 0000921895-04-002150.hdr.sgml : 20041223 20041223172729 ACCESSION NUMBER: 0000921895-04-002150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041222 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041223 DATE AS OF CHANGE: 20041223 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: 041225203 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_12232004.htm 8-K 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

       Date of Report (Date of earliest event reported) December 22, 2004

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

                            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.)


       2900 Wilcrest, Suite 205, Houston, TX                  77042
       ------------------------------------------------------------
       (Address of Principal Executive Offices)            (Zip Code)


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

                                       N/A
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))





ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

(c) Appointment of Chief Executive Officer.

     On December 18, 2004, James T. Rash, the Principal  Executive and Financial
Officer of Tidel  Technologies,  Inc.  (the  "Company")  passed away.  Effective
December  22,  2004,  the Board of  Directors  of the  Company  elected  Mark K.
Levenick,  the former Chief  Operating  Officer of the Company,  to serve as the
Company's Interim Chief Executive Officer.

     Mr. Levenick,  age 45, began working for the Company's operating subsidiary
in  1985.  He  became  Chief  Executive  Officer  of  the  Company's   operating
subsidiaries  in May 1993 and a Director of the Company and its  subsidiaries in
March 1995, and has served  continuously in such  capacities  since those times.
Mr.  Levenick has served as Chief  Operating  Officer of the Company  since July
1997, and had acted as the Interim Chief Executive Officer of the Company during
the medical leave of absence of James T. Rash from February 2002 to August 2002.
Mr. Levenick holds a Bachelor of Science degree from the University of Wisconsin
at Whitewater.

     The material terms of Mr. Levenick's employment agreement are as follows:

     Mr. Levenick's  employment  agreement with the Company provides for minimum
annual  salary of $262,500  over a three-year  term ending  January 2007. In the
event of a change of control,  Mr. Levenick is entitled to all  compensation due
through the balance of the term of the agreement,  and immediate  vesting of all
restricted stock,  performance units, stock options,  stock appreciation rights,
warrants and employee benefit plans.

     This description of Mr. Levenick's employment agreement is qualified in its
entirety by reference to the full text of the employment  agreement  attached as
Exhibit 10.14 to the Company's Form 10-K for the fiscal year ended September 30,
2001.

ITEM 8.01 OTHER EVENTS.

     On December 23, 2004,  the Company  issued a press release  announcing  the
death of James T. Rash, the Company's Chairman and Chief Executive Officer since
February  1989.  Mr.  Rash died on  Sunday,  December  19,  2004 from an illness
contracted during cancer-related  chemotherapy  treatment.  The press release is
attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

          EXHIBIT NO.             DESCRIPTION

          10.1                    Form of Employment Agreement, dated January 1,
                                  2000, between Tidel Engineering, L.P. and Mark
                                  K.  Levenick,  (incorporated  by  reference to
                                  Exhibit 10.14 of the Company's  Report on Form
                                  10-K for the year ended September 30, 2001).


          99.1                    Press Release dated December 23, 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.
                                                    (Registrant)

Date: December 23, 2004
                                             By: /s/ Mark K. Levenick
                                                --------------------------------
                                             Name:   Mark K. Levenick
                                             Title:  Principal Executive Officer

EX-99 2 ex991to8k_12232004.htm EX-99.1 sec document



                                                                    Exhibit 99.1


CONTACT:    Leonard Carr
            Vice President

            713-783-8200
            lcarr@tidelmail.com

FOR IMMEDIATE RELEASE


                        TIDEL CHAIRMAN AND CEO RASH DIES

                         LEVENICK APPOINTED INTERIM CEO


HOUSTON,  Texas -- December  23, 2004 -- Tidel  Technologies,  Inc.  (Other OTC:
ATMS)  announced  today that James T. Rash,  its  Chairman  and Chief  Executive
Officer  since  February  1989,  died Sunday from an illness  contracted  during
cancer-related  chemotherapy  treatment.  On  December  22,  2004,  the Board of
Directors  appointed Mark K. Levenick,  Chief Operating Officer of Tidel, to the
position of Interim Chief Executive Officer.


ABOUT TIDEL

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  Internet  at
http://www.tidel.com.


PRECAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS


THIS  PRESS  RELEASE   CONTAINS   STATEMENTS  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  COMPANY'S  FINANCIAL  POSITION  AND  WORKING  CAPITAL
AVAILABILITY,  ABILITY TO REPAY ITS INDEBTEDNESS, THE LEVELS OF ORDERS WHICH ARE
RECEIVED  AND  CAN  BE  SHIPPED  IN  A  QUARTER;  CUSTOMER  ORDER  PATTERNS  AND
SEASONALITY;   COSTS  OF  LABOR,   RAW   MATERIALS,   SUPPLIES  AND   EQUIPMENT;
TECHNOLOGICAL CHANGES; COMPETITION AND COMPETITIVE PRESSURES ON PRICING; CHANGES
IN THE COMPANY'S  RELATIONSHIPS  WITH CUSTOMERS OR SUPPLIERS;  ACCEPTANCE OF THE
COMPANY'S PRODUCT AND TECHNOLOGY INTRODUCTIONS IN THE MARKETPLACE; UNANTICIPATED
LITIGATION,  CLAIMS OR  ASSESSMENTS;  THE COMPANY'S  ABILITY TO REDUCE COSTS AND
EXPENSES AND IMPROVE INTERNAL OPERATING EFFICIENCIES;  THE ECONOMIC CONDITION OF
THE ATM INDUSTRY AND THE POSSIBILITY  THAT IT IS A MATURE  INDUSTRY;  THE FUTURE
TRADING  MARKET FOR THE  COMPANY'S  SECURITIES;  AND ECONOMIC  CONDITIONS IN THE
UNITED  STATES  AND  WORLDWIDE.  TIDEL  UNDERTAKES  NO DUTY TO UPDATE ANY OF THE
STATEMENTS SET FORTH IN THIS RELEASE.


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