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
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TIDEL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-17288 75-2193593
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2900 Wilcrest, Suite 205, Houston, TX 77042
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 783-8200
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N/A
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(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
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Name: Mark K. Levenick
Title: Principal Executive Officer