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
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TIDEL TECHNOLOGIES, INC.
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(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 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
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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
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Name: Mark Levenick
Title: Interim Chief Executive
Officer