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): April 28, 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 April 28, 2005 the Company completed a sale, of approximately 1, 640,724
shares of its common stock for an aggregate purchase price of approximately
$21,437,537 million. The share prices received from various parties ranged from
$10.90 net of fees to $20.00 per share with the sums received varying in part as
the common stock market price of free trading shares fluctuated in the market.
1,220,588 of the aforementioned shares, which were placed at an investment fund,
PIF for $17.00 a share and 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 $17.00 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 received funds net of all transaction costs. The Company negotiated the
purchase price with all of 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. $1,640,000 was also paid to Earlsdon
Investments Ltd. in part as a placement fee re some of the above transactions
and for related expensed services including arranging a soon to be announced
distribution agreement for a new market region and $2,500,000 was paid to
Eagleton Limited in respect to a fund raising. The Company will use a
substantial portion of the funds at its Gizmondo Europe Ltd. subsidiary to buy
critical game content for its 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 6, 600,000 shares
to such service providers and employees principally relating to launching the
Gizmondo product and expensed approximately $37 million for these services in
1st quarter and second quarter of 2005. The share issuances transactions are non
cash and do not negatively affect cash flow of the Company. Included in the
above number and issued in negotiated arms length transactions was 250,000
shares related to a provider of endorsements and entertainment services, 640,650
in consulting services related to shares, 1,706,000 to employees and independent
contractors for performance milestone achievement bonuses, 600,000 shares
pursuant to the Indie Studios acquisition agreement executed and closed on
August 8, 2004 where the additional shares were contingent and based upon the
successful completed development of two games Colors and City which were just
completed, 2,954,000 shares related to advertising and or issued in connection
with the Gizmondo product launches to entities associated with the launches in
various regions, with the balance issued to miscellaneous vendors and providers
of services to the Company's Gizmondo facility.
Following the issuance of the shares pursuant to the transactions described in
this Form 8K, the Company anticipates that it will have outstanding
approximately 54.6 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: Periodic filings update and Litigation updates.
The Company filed a 12B-25 to extend its filings dates to April 15, 2004 for its
Report on Form 10K for the year ended December 31, 2004. At that time the
Company anticipated meeting that deadline. The Company has retained Marshall
Stevens to provide a valuation report to be used in connection with finalizing
the audit, that will take several weeks to complete, and cannot do the filing
until the completion of the report. The Company anticipates filing its Reports
on Form 10K and 10Q's as soon as each is completed up and including its Report
on Form 10K first quarter ended March 31, 2005 before the end of June 2005. The
Company's previously disclosed lawsuit with between the Company and Jordan
Racing where Jordan sued the Company for $3 million and the Company believes
that it has defenses to the suit. The trial has now been scheduled by the UK
courts for early to the middle of July 2005. While, the Company is unable to
predict the outcome of this litigation, it intends to vigorously defend the
plaintiff's claims at trial.
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. In a mediation process, just completed the Company agreed to issue
60,000 additional shares in full settlement of the matter and was released from
all past and future obligations under the agreement.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The press releases issued by the Company since February 11, 2005 to and
including May 3, 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 May 4, 2005
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Michael W. Carrender