-----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, Dl1+t2pcEIjgA6IsKVIpeDu2MQyOF86X+JkMdzFbQ/NwDEJmUyAAvs5Bx3zuOIuY +zfv070BlIkqkdtNFCqJvQ== 0000921895-05-000260.txt : 20050301 0000921895-05-000260.hdr.sgml : 20050301 20050228181735 ACCESSION NUMBER: 0000921895-05-000260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050223 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050301 DATE AS OF CHANGE: 20050228 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: 05647288 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_02232005.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

       Date of Report (Date of earliest event reported) February 23, 2005
                                                        -----------------

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

                            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 Financial Officer.

            On December 18, 2004,  James T. Rash,  the  Principal  Executive and
Financial  Officer of Tidel  Technologies,  Inc.  (the  "Company")  passed away.
Effective  February  23, 2005,  the Board of  Directors  of the Company  elected
Robert  D.  Peltier  to serve as the  Company's  Chief  Financial  Officer  on a
"contract   employee"   basis.  As  Chief  Financial   Officer,   Mr.  Peltier's
responsibilities  will  include,  among other  things,  the  preparation  of the
Company's corporate financial  statements and consolidations.  In addition,  Mr.
Peltier's duties will include overseeing the external audit, drafting and filing
of the following reports to the SEC:

            o    For the year ended September 30, 2003, quarterly Forms 10-Q for
                 each of the quarters and the Form 10-K for that year.

            o    For the year ended September 30, 2004, quarterly Forms 10-Q for
                 each of the quarters and the Form 10-K for that year.

            o    For the quarters ending  December 31, 2004,  March 31, 2005 and
                 any  additional  quarters  which  may  require  a  filing,  all
                 appropriate Forms 10-Q for each quarter.

            Mr. Peltier is 40 years old and holds a current CPA license, and has
over fourteen years of various accounting and financial experience.  Since 1997,
he has served in several  financial  capacities  with an  offshore  construction
company, including as vice-president of finance for the last three years. He has
over seven  years  experience  with  drafting  and filing  financial  reports in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission.  Mr.  Peltier earned his Bachelor of Science Degree in Accounting at
the University of North Texas.

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

            Mr.  Peltier's  contract  is for a term of not less than six months,
and may be continued by the mutual  consent of both parties on a  month-to-month
basis beyond the initial six month period.  Mr. Peltier's  employment  agreement
with the  Company  provides  for a monthly  salary of $12,000  per  month,  plus
reimbursement for out-of-pocket  costs.  After the initial six-month period, his
monthly  salary  shall be  increased  to $15,000  per month if the  contract  is
extended.  Upon the completion of the sixth month,  if all of the filings listed
above have been made with the  Securities and Exchange  Commission,  the Company
will pay a bonus of $28,000 to Mr. Peltier.






            This description of Mr. Peltier's  employment agreement is qualified
in its  entirety  by  reference  to the full  text of the  employment  agreement
attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

    (c)     Exhibits.

            Exhibit No.        Description
            -----------        -----------

            99.1               Tidel/Peltier Agreement dated February 23, 2005.






                                   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: February 28, 2005
                                              By: /s/ Mark Levenick
                                                  ------------------------------
                                              Name:   Mark Levenick
                                              Title:  Interim Chief Executive
                                                      Officer


EX-99.1 2 ex991to8k_02232005.htm sec document

                                                                    EXHIBIT 99.1

                            TIDEL / PELTIER AGREEMENT


Date: February 23, 2005

Tidel Technologies, Inc. (Tidel) and Dale Peltier (Peltier) have entered into an
agreement whereby Peltier will provide his services to Tidel, and Tidel will pay
for such services as further defined below.  Tidel is in need of and is offering
to Peltier the  position  of Chief  Financial  Officer,  during the term of this
agreement.  Peltier,  by entering into this agreement,  is presenting himself as
qualified to perform the services of Chief Financial Officer of a public company
and has performed all services  required of a public  company  pertaining to the
reporting requirements of the Securities and Exchange Commission.

Peltier will:

          1)     Provide  services  as Chief  Financial  Officer on a  "contract
                 employee" basis as further specified below.

          2)     Review, update and record entries necessary to properly account
                 for each of he  year/quarter  for which SEC  filings  are to be
                 made.

          3)     Prepare  Corporate entries for Tidel  Technologies,  Inc. books
                 for each of the periods defined below.

          4)     Prepare The Corporate  financial  statements and Consolidations
                 for Tidel and its subsidiaries.

          5)     Take  responsibility for overseeing the auditing,  drafting and
                 filing of the following reports to the SEC.

                 a.   For the year ended September 30, 2003, quarterly 10Q's for
                      each of the  quarters  and the  10k  for the  year  ending
                      9/30/03.

                 b.   For the year ended September 30, 2004, quarterly 10Q's for
                      each of the  quarters  and the  10k  for the  year  ending
                      9/30/04.

                 c.   For the quarters ending  12/31/04,  3/31/05 and additional
                      quarters,  which may have  reached the  required  time for
                      filing, file all appropriate 10Q's for each quarter.

Term of the agreement:

Peltier  agrees to provide  full-time  services to Tidel during the term of this
agreement.

The  agreement  will be for not less than 6 months,  and may be continued by the
mutual  consent of both  parties on a  month-to-month  basis  beyond the initial
6-month period.




Payment:

Tidel  will pay  Peltier  the rate of  $12,000.00  per  month.  Payment  will be
rendered  on the  1st and  15th of each  month.  In  addition,  Peltier  will be
reimbursed for out-of-pocket costs submitted in the normal course of business.

Upon the completion of the 6th month, if all SEC filings are current through the
latest quarterly 10Q due, Peltier will be paid a bonus of $28,000.00.

Month to month extensions beyond the initial 6 month term will be at the rate of
$15,000.00 per month, paid in equal payments on the 1st and 15th of each month.


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