form8k01461_11212007.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): November
21, 2007
SECURE
ALLIANCE HOLDINGS CORPORATION
(formerly known as Tidel Technologies,
Inc.)
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2900
Wilcrest Drive, Suite 105, Houston, Texas
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (713)
783-8200
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(Former
name or former address, if changed since last
report.)
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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))
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Item
7.01
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Regulation
FD Disclosure.
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On
November 21, 2007, Secure Alliance Holdings Corporation (“SAH”) announced that
it is in negotiations with Sequoia Media Group, LC, a privately-owned limited
liability company (“Sequoia”), regarding a transaction whereby a to be formed
wholly-owned subsidiary of SAH would merge with and into Sequoia. In
this proposed transaction Sequoia would become a wholly-owned subsidiary of
SAH
and all equity interests of Sequoia would be converted into shares of SAH common
stock. Immediately following the proposed merger and the issuance of shares
to
equity holders of Sequoia, the members of Sequoia, in the aggregate, would
own
approximately 80% of the outstanding common stock of SAH and the stockholders
of
SAH, in the aggregate, would own approximately 20% of the outstanding common
stock of SAH. SAH anticipates entering into definitive agreements and
providing additional disclosure regarding this proposed transaction within
the
next several weeks.
Sequoia
is committed to revolutionizing the way life events and memories are shared
and
treasured through personal digital expressions. Sequoia developed
aVinci Experience products to simplify and automate the process of creating
professional-quality multi-media productions using personal photos and
videos. The patented technology provides complete, refined products,
including DVD’s, photo books and posters. aVinci distributes products
through leading retailers, photo websites and image service
providers.
Notwithstanding
the foregoing, SAH has not entered into a definitive agreement with Sequoia
and
there can be no assurance that this transaction will be consummated as described
herein, or at all.
Forward-Looking
Statements
This
report contains certain “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that reflect our current expectations and projections
about
our future results, performance, prospects and opportunities. We have
tried to identify these forward-looking statements by using words such as “may,”
“should,” “expect,” “hope,” “anticipate,” “believe,” “intend,” “plan,”
“estimate” and similar expressions. These forward-looking statements
are based on information currently available to us and are subject to a number
of risks, uncertainties and other factors that could cause our actual results,
performance, prospects or opportunities in the future to differ materially
from
those expressed in, or implied by, these forward-looking
statements. These factors include, without limitation, whether the
transaction referenced herein will be consummated on the terms described herein,
or at all. Although we believe that the expectations reflected in
these forward-looking statements are reasonable and achievable, such statements
involve significant risks and uncertainties and no assurance can be given that
the actual results will be consistent with these forward-looking
statements. Except as otherwise required by Federal securities laws,
we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, changed
circumstances or any other reason, after the date of this
prospectus.
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.
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Secure
Alliance Holdings Corporation
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Dated:
November 21, 2007
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By:
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/s/
Stephen P. Griggs |
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Name:
Stephen P. Griggs
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Title:
President
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