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 29, 2004
Commission File Number 001-15977
Tiger Telematics, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-4051167
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
10201 Centurion Parkway North Suite 600 32256
Jacksonville, FL 32256
(Address of principal executive offices) (Zip Code)
(904) 279-9240
(Registrant's telephone number, including area code)
Item 1.1. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. SIGNING OF 3 YEAR GAMES
AGREEMENT FOR GIZMONDO AND DISNEY'S BUENA VISTA GAMES.
The Company on behalf of it's Gizmondo Europe Ltd, subsidiary of the Company
signed a contract with Disney's Buena Vista Games, a major movie studio with
numerous proprietary properties available to license. The Company is licensed
the right to develop and publish games. The initial game is TRON 2.0. The games
will be developed by Gizmondo Studios which was named Warthog Games with it was
acquired on October 29, 2004. The arrangement allows TGTL to develop, publish,
market and distribute games based on Disney proprietary properties for the
Company's proprietary Gizmondo technologies. The arrangement also envisions for
four additional titles to be determined by mutual agreement among the parties
based upon oral negotiations and terms sheets circulated among the parties,
although no assurances can be given that additional games will be agreed to by
the parties. The Company anticipates developing games to be released
simultaneously with new movies and movie sequels.
The agreement has the Company paying a minimum guarantee totalling $100,000 for
the Tron 2.0 property over three years. The guarantee, which was just paid for
the initial $25,000 to activate this contract, is non-refundable but fully
recoverable against earned royalties of each product. An earned royalty of 10%
of net receipts is paid on 0 to 250,000 units and 12% of net receipts of any
units sold over 250,000. The payment of the $25,000 was used as the date to
determine the timing of the filing on Form 8K herein. See the attached license
agreement.
ITEM: 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On December 30, 2004 the Company completed a sale, (that began in November,
2004), of approximately 1,528,440 shares of its common stock for an aggregate
purchase price of approximately $12.443 million. The share prices received
ranged from $5.00 to $15.99 per share with the higher sums received as the stock
price in the market increased. No warrants were issued. The Company negotiated
the purchase price with those investors, based upon the market price of the
securities at the time of the negotiation and with an appropriate discount for
the restrictions on resale. Its common stock was issued to sophisticated,
accredited foreign investors or foreign corporations in transactions exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 as amended.
Each had access to financial information available in public markets and was
given the opportunity to review the Company's books, records and other
information that they requested. The Company will use a substantial portion of
the funds at its Gizmondo Europe Ltd. subsidiary to buy game content for it's
Gizmondo multi-entertainment device and for future increased marketing expenses.
As noted in previous filings, from time to time, the Company issues shares to
various companies and persons that provide products and services to the Company
including strategic partners, suppliers, distributors, fund raising finders fees
and professional advisors. The Company anticipates that it will continue this
practice. The Company issued approximately 3,500,000 shares to such service
providers and employees principally relating to launching the Gizmondo product
and expensed approximately $10 million for these services. Included in the above
number was 717,734 shares issued in negotiated arms length transactions related
to consulting services related to shares and 121,000 and 121,000 issued in
connection with the Gizmondo product launch to two entities associated with the
launch. Also, included in the share issuance was 422,248 shares in the issuance
process, pursuant to and related to the Warthog Plc assets acquisition to the
Warthog Employee Benefit Trust, 142, 248 as agreed in the Purchase Agreement,
and 140,000 and 140,000 respectively on the behalf of two former Directors of
Warthog Plc. who are now employees of Gizmondo Europe Ltd. pursuant to
agreements entered into by them by the Gizmondo Europe Ltd. as a part of their
employment arrangements with Gizmondo Europe Ltd.
Following the issuance of the shares pursuant to the transactions described in
this Form 8K, the Company anticipates that it will have outstanding
approximately 37.4 million common shares and warrants to purchase an aggregate
of 495,525 common shares, at exercise prices ranging from $5.00 to $11.25,
including cashless warrants, expiring from June 30, 2006 to September 30, 2009.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 10.1 License Agreement between Disney's Buena Vista Games and
Tiger Telematics, Inc.
The press releases issued by the Company since November 11, 2004 to and
including December 31, 2004, are attached hereto as Exhibit 99.1
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, thereunto duly authorized.
TIGER TELEMATICS, INC.
(Registrant)
/S/ Michael W. Carrender Chief Executive Officer January 4, 2005
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