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 9, 2005
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: 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On February 9, 2009 the Company completed a sale, (that began in January of
2005), of approximately 1,116,133 shares of its common stock for an aggregate
purchase price of approximately $19.5 million. The share prices received ranged
from $15.00 to $25.00 per share with the higher sums received as the stock price
in the market increased. 100,000 of the aforementioned shares, which were placed
at $25.00 involved a stock swap with a shareholder who sold shares in the
Company, that they owned, that were over 1 year old from the date of the
original issue, to an investment fund for $25.000 a share and then remitted the
funds to the Company in exchange for newly issued shares at a discounted price
to reflect the restrictions. 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, game content and other
content for the Gizmondo, and services to the Company including strategic
partners, suppliers, distributors, independent contractors and employees, fund
raising finders fees and professional advisors. The Company anticipates that it
will continue this practice. The Company issued approximately 8,300,000 shares
to such service providers and employees principally relating to launching the
Gizmondo product and expensed approximately $14.8 million for these services in
1st quarter 2005. The transactions are non cash and do not affect cash flow of
the Company. Included in the above number was 350,000 shares issued in
negotiated arms length transactions related to a large content provider license
agreement soon to be announced upon finalization, 358,000 in consulting services
related to shares, 3,786,000 to employees and independent contractors for
performance milestone achievement bonuses, 5,758 shares in the issuance process,
pursuant to and related to the previously disclosed Warthog Plc assets
acquisition to the investment advisor in the U.S. and 150,000 shares related to
advertising and the balance issued in connection with the Gizmondo product
launch to entities associated with the launch.
Following the issuance of the shares pursuant to the transactions described in
this Form 8K, the Company anticipates that it will have outstanding
approximately 46.3 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 8.01 Other Events: Litigation updates.
As previously disclosed, in March 2004 Jordan Grand Prix Ltd. filed suit against
the Company in the UK alleging violation of the Sponsorship Agreement entered
into between the Company and Jordan Racing in July 17, 2003 and a related Letter
Agreement dated in July 2003. The sponsorship agreement was meant to assist in
marketing the Company's new hand held gaming device and to correspond with its
launch. The launch was delayed from its anticipated time frame. Jordan sued the
Company for $3 million and alleged that the Company defaulted in a payment due
on January 1, 2003 of $500,000 under the sponsorship agreement and a payment for
$250,000 due on the same date under a separate letter agreement. On February 26,
2004 Jordan sent the Company a letter where they formally and officially
terminated both agreements for the aforementioned alleged defaults. The Company
believes that it has defenses to the suit and has filed a defense in UK courts.
The Company is considering filing a countersuit against both the plaintiff and
Jordan Racing. The plaintiff filed a motion for summary judgment against the
Company. The Court denied the plaintiff's motion for summary judgment and the
Company was permitted to defend the lawsuit on the condition that the Company
makes a substantial payment to be held by the Court. The Company appealed this
ruling to remove the requirement that the Company make a substantial payment to
be held by the Court. In January 2005, on appeal the Court reduced the amount of
the payment and allowed the Company to deposit in escrow shares of its stock to
satisfy this requirement. The Company has just deposited 70,000 shares of its
stock in an escrow account pending trial. This share deposit will permit the
Company to assert its defenses at trial. Prior to commencement of the trial the
Company is to substitute U. S. $1.5 million in exchange for the escrowed shares.
While the Company is unable to predict the outcome of this litigation, it
intends to vigorously defend the plaintiff's claims.
In January 2005, the Company filed a lawsuit against a former investment advisor
of the Company, based on a breach of the agreement between the advisor and the
Company. As payment for investment advisory services, the Company originally
issued 1,000,000 shares in 2002, 2003 of common stock (pre split), which was
reduced to 40,000 shares of common stock following the Company's reverse stock
split. The advisor subsequently alleged in December 2004 that the Company owed
him an additional 960,000 shares of common stock to maintain his ownership in
the Company at 1,000,000 shares. The Company is seeking a declaratory judgment
from the court that it is not required to issue additional shares to the
advisor, as well as damages, fees and costs as a result of the advisor's breach
including the return of the previously issued shares.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The press releases issued by the Company since January 4, 2005 to and
including February 10, 2005, 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 February 10, 2005
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Michael W. Carrender